英文合同汇总七篇
随着人们法律意识的加强，合同的法律效力与日俱增，正常情况下，签订合同必须经过规定的方式。相信很多朋友都对拟合同感到非常苦恼吧，以下是小编收集整理的英文合同7篇，欢迎大家分享。
英文合同 篇1
Series No: A ［Zhu］Zi ［BJF］Hang ［Dongcheng ］Branch ［20xx］Year ［0573］
Individual Mortgage Loan Contract For Purchasing
Commercial Housing
Supervised by Industrial and Commercial Bank of China
In accordance with relevant state laws and rules, the contract is made after negotiations between the both parties.
Loan items
Article 1. The lender provides loan to the borrower to purchase the residential Article 3. Loan interests: (annual) and balance the interest by month. the Account opened
Article 6. Borrower pay the principal and interest of the load under this contractinstallments, every one month being one installment. The amount of principal and interest to be paid for one installment is RMB 9,535.21. The way of payment is in equal account of principal and interest.
Article 7. Name is Account Number is and promises to transfer the principal and interest of the load into it on time.
Article 8. Where Borrower does not repay as per the said regulations, Lender Article 9. Where Borrower does not repay the interest of loan as per the said regulations, Lender may have right to charge double interests.
Article 10. Before distributing the loan, if Borrower has great conflict with house seller over problems such house’s quality and property, Borrower is authorized to cancel this contract, and shall decide whether continue the contract within
half one year.
Article 11 After the delivery of the loan, if dispute occurs between borrower and Party C, the contract is still effective.
Article 12. If Borrower needs to refund in advance, it shall note Lender one month before refund day and the notice is irrevocable upon delivery.
Article 13 If one or more items as follows occur, Lender has right to expire the contract in advance, and deliver “information of repayment in advance” to Borrower and Securities.
(1) Violation of contract by Borrower
(2) The lost or death or non-heir of Borrower
(3) The heir of Borrower refuses to repay the loan
(4) Borrower does not repay the loan in series three installments, or cumulative six installments.
(5) The alteration of securities leads to the advanced obligations of Party C
(6) others
Article 14.Either party wants to alter part of the articles of contract should inform the other party in written form and friendly negotiate. Another advanced agreement is excluded.
Article 15. Borrower is responsible for the cost. Another advanced agreement is excluded.
Mortgage items
Article 16.Borrower mortgages the real estate and all the poverties the attached list of mortgages to Lender, and promises to bear legal responsibilities.
Article 17.The scope of mortgage includes principal and interest of loan (including the article 9), punished interest and the cost of real claims.
Article 18.After the sign of this contract, mortgage registration certification and other right certifications should be handed over to mortgagee.
Article 19.Mortgagee should protect the mortgages carefully, be responsible
for the maintenance of the mortgages, and be supervised by Lender.
Article 20.The value is changed because of mortgager’s faults or others, mortgagee is not responsible.
Article 21.Without the consent of mortgager, the mortgagee has no right to dispose the mortgages.
Article 22.If Lender thinks it is necessary to reevaluate the mortgages, mortgagee should cooperate.
Article 23. The set of mortgages should register in administration for real estate, so the cooperation is required.
Article 24.If the situation of article 13 occurs, Lender has right to dispose the mortgages in advance.
Article 25.Borrower should go for insurance according to the requirement of Borrower.
Article 26.All or part of the items in loan has nothing to do with the effect of mortgage items.
Material mortgage items
Article 27. Borrower mortgages all the poverties the attached list of Material mortgages to Lender, and promises to bear legal responsibilities.
Article 28. The scope of mortgage is principal and interest of loan (including the article 9), punished interest and the cost of real claims.
Article 29. Borrower should hand over the right certification to Lender, and Lender should protect it carefully.
Article 30. If the time of cashing valued bonds is ahead of the time of repayment, methods of disposal as follows:
(1) Cash the bonds to repay the loan.
(2) Change into the fixed deposit as material mortgage.
(3) Use the recognized equal deposit and bonds to change saving deposit and bonds.
Article 31. Borrower has no right to report loss of any materials.
Article 32. If the situation of article 13 occurs, Lender has right to dispose the material mortgages.
Article 33 All or part of the items in loan has nothing to do with the effect of Material mortgage items
Guarantee items
Article 34. Guarantor is willing to offer guarantee to Borrower.
Article 35.The scope of guarantee is principal and interest of loan ( including the article 9) ,punished interest and the cost of real claims.
Article 36. Period of guarantee is two years after Borrower not fulfilling debts. Article 37. If guarantor can not fulfill the obligation of guarantee, Lender has right to deduct relevant cash payment in account.,
Article 38. Guarantor should promise to supervise Borrower pay on time.
Article 39. Borrower has right to transfer debts to guarantor without the agreement of Lender.
Article 40. Borrower uses state-adjusted new interest rate, guarantee’s agreement is not needed.
Article 41. All or part of the items in loan has nothing to do with the effect of guarantee items
Other items
Article 42. Where the dispute fails to reach agreement among the three parties, any of the parties may submit to the local People’s Court or local arbitration organization for conciliation.
Article 43. The Contract comes into effect since signed by three parties. Article 44. The Contract ends as Borrower paying the payment in full.
Article 45. Borrower has right to transfer the benefits in this contract to others without the approval of Lender and guarantor
Article 46.If Borrower and guarantor do not fulfill the obligations regulated in the contract , enforcement is accepted.
Article 47. If Borrower can not fulfill the payment, Lender has right to claim for
英文合同 篇2
(Translation)
Mortgage Contract
No. J.K.D.20xx—032
hereinafter referred to as the main contract) signed by (borrower) and Party A Party B is willing to use the property owned or disposable according to laws as mortgage; Through verification, Party A agrees to accept the property mortgage of Party B;
According to relevant laws and regulations, based on mutual negotiations, Party
A and Party B make agreement in the following articles:
Article 1 Collateral of Party B
Party B uses the property in the List of Collateral (appendix) for mortgage. Party
B guarantees its ownership or right of disposal according to laws.
Article 2 Method of Mortgage Guarantee
1. When the debt stipulated in the main contract is due, the guarantee responsibility of the loan provided by Party A to Party B yet not repaid by Party B is ascertained according to the scope of mortgage guarantee in Article 3 of this contract; before the debt stipulated in the main contract is due, if Party A conducts recourse on the borrower in advance according to the main contract, Party B shall also take the guarantee responsibility with the collateral.
2. If Party A and Party B (or borrower) make written agreement of extending duration on the debt duration, interest rate, amount and etc. stipulated in the main contract, or Party A makes an adjustment in the interest rate according to the main contract during the debt duration stipulated in the main contract, it is not necessary to
get consent from Party B or to inform Party B and Party B agrees to all, then the mortgage guarantee responsibility undertaken by Party B shall not be affected.
Article 3 Scope of Mortgage Guarantee
The scope of mortgage guarantee includes the entire principal stipulated in the main contract, interest, overdue interest, penalty interest, compound interest, default fine, compensation for loss, all charges to enforce the mortgage right and realize the creditor’s rights (including but not limited to legal costs, arbitration fees, costs of preservation, announcement fees, assessment fees, appraisal charges, auction costs, travel expenses, communication expenses, counsel fees and etc.) and all other payable expenses of the debtor in the main contract.
Article 4 Custody of Ownership Certificate and Registration
of the Collateral
Party B shall deliver ownership certificate of the collateral to Party A on the date of contract signing, and both parties agree that within days after the contract is signed, Party B shall unconditionally assist Party B with relevant mortgage registration procedures. Ownership certificate of the collateral shall be in the custody of Party A during mortgage period.
Article 5 When there are other mortgage guarantee, pledge guarantee or guarantees in the creditor’s rights of Party A, if Party A gives up or removes other mortgage guarantee and pledge guarantee or dismisses guarantee responsibility of guarantees, Party B shall still take mortgage guarantee responsibility regarding Party
A according to articles stipulated in this mortgage contract.
If Party A suspends granting the loan that has not been granted or collects granted loan in advance based on the articles in the main contract, the guarantee responsibility undertaken by Party B according to this contract shall not be affected.
Article 6 Cost Bearing
Relevant costs stipulated in this contract such as assessment fees, insurance premium, appraisal charges, registration fees, custody charges and etc.
Article 7 Custody of the Collateral
1. During the mortgage period, the collateral shall be in custody of Party B or the entrusted agent of Party B; Party B and the entrusted agent of Party B shall maintain proper custody of the collateral and have the obligation of repair, maintenance and keeping it intact and shall accept the inspection of Party A at any time.
The mortgage period refers to the period from the day this contract comes into effect to the expiration day of statute of limitations of creditor’s rights stipulated in the Loan Contract.
2. During the mortgage period, Party B shall not take any actions that will reduce the value of the collateral; if such actions occur, Party A has the right to demand Party B to stop and recover the value of the collateral, or to provide new collateral accepted by Party A within 2 days after Party A informs Party B. Costs resulted from the recovery of the collateral of providing new collateral shall be undertaken by Party B.
3. Party B shall purchase property insurance for the collateral during the mortgage period, and the first beneficiary of the property insurance shall be Party A. Insurance documents shall be in custody of Party A. During the mortgage period, if losses within the insurance scope of the collateral occur or the value of the collateral is reduced because of the actions of the third party, insurance compensation or compensation for losses shall be used to liquidate the debt stipulated in the main contract in advance or shall be deposited by Party B in the account appointed by Party A, and Party B shall not use during the mortgage period.
Article 8 During the mortgage period, if the collateral causes environmental pollution or other damages, Party A alone shall take the responsibility.
Article 9 During the mortgage period, without written consent from Party A, Party B shall not give away, remove, rent, transfer, remortgage or dispose in other ways the collateral stipulated in this contract.
Article 10 During the mortgage period, with written consent from Party A, payment received from the transfer of the collateral by Party B shall be used to liquidate the mortgaged creditor’s rights of Party A in advance.
Article 11 In the expiration of the time limit of the main contract, if the borrower cannot liquidate the debt, Party B has the right to discount the collateral or take priority in compensation with the payment from the auction or selling off of the collateral.
Article 12 Party A has the right to realize the mortgage right through disposal of the collateral in advance, suspend the grant of loan stipulated in the main contract or collect the principal and interest of the granted loan stipulated in the main contract in advance when one of the following circumstances occur:
1. There are defaults of the articles or agreement stipulated in the main contract made by the borrower;
2. There are violations of in the agreed responsibility stipulated in Article 4, Article 7, Article 8, Article 9 and Article 10 of this contract or other actions of defau< or Party B fails to fulfill resposibilities stipulated in this contract.
3. When Party B is a legal person or other organizations, situations that will affect its ability to liquidate debts or lack of good faith in debt liquidation occur such as suspension of business, suspension or annulment of business license, application or
being applied for bankruptcy, dissolution and etc.
4. When Party B is a natural person, death without heirs or devisees occurs;
5. When Party B is a natural person, heirs or devisees of Party B give up the inheritance or bequest and refuse to fulfill the obligation of repaying loan principal and interest;
6. Other events that will endanger the realization of creditor’s rights of Party A stipulated in the main contract.
Article 13 Responsibility for Breach of Contract
1. If Party B violates Article 7 of the contract through reduction in the value of the collateral resulting from the carelessness in the repair and management of the collateral, or actions of Party B directly endanger the collateral and result in the reduction in the value of the collateral, Party A has the right to demand Part B to immediately stop the violating actions towards the mortgage right of Party A, to demand Party B to provide other collateral accepted by Party A, and to dispose the collateral in advance.
2. If Party B violates Article 9 of the contract and arbitrarily disposes the collateral, the action is not valid; Party A has the right to demand Part B to immediately stop the violating actions towards the mortgage right of Party A, to demand Party B to provide other collateral accepted by Party A;
3. If Party B conceals the fact that the collateral is involved in co-ownership, disputes, seal-up, impoundment, rent, existing mortgage, legal priority right with lower mortgage right (including but not limited to priority right of construction project payment) or no ownership or disposal right of Party B and etc., Party A has the right to demand Party B to provide other collateral/ pledge property accepted by Party A;
4. When any of the above circumstances violating the contract occurs, if Party B fails to provide other collateral according to the requirements of Party A, Party B shall pay Party B a default fine amounting to of the loan principal stipulated in the main contract. If economic losses are caused to Party A, Party B shall compensate Party A for all the economic losses.
Article 14 Payment from Exercise of the Mortgage Right by Party A Shall be Assigned in Priority of the Following Order:
1. Payment of charges related to the exercise of the mortgage right;
2. Liquidation of interest payable by the borrower to Party A;
3. Liquidation of loan principal, default fine (including penalty interest), compensation and etc. payable by the borrower to Party A;;
4. Payment of other cost.
Article 15 Delivery
Except for other agreement, both parties designate the communication method and contact address stipulated in the contract as the basis, and any written notification delivered to the address shall be considered effective arrival. Party B shall promise that if there is any change in the communication method and contact address, Party A fails to notify the other party about the change in the communication method or contact address according to the agreement resulting in this party not receiving the notification from the other party, this party shall undertake corresponding consequences by itself.
The signing of personnel authorized by Party B or arranged by Party A for come-and-go files, legal papers or relevant notifications shall be regarded as the arrival to Party B, except that Party B explicitly notifies Party A in the written form that the personnel is not entitled to sign the come-and-go files, legal papers or relevant notifications.
Article 16 Terms of Compulsory Execution
1. Party A and Party B both confirm that according to relevant laws and regulations, they have specific understanding of the definition, content, procedure and effect of notarization that gives compulsory execution effect, and through conscious consideration, all parties agree to apply to the notarization authority for notarization and give this contract effect of compulsory execution.
2. Party B promises to accept compulsory execution according to laws when failing to fulfill or completely fulfill obligation of repayment stipulated in the contract; Party B gives up the right of pleadings.
3. When Party B fails to fulfill relevant obligations stipulated in the contract, Party A has the right to conduct collection and interpellation to Party B through mail delivery, telephone notification, announcement delivery and etc. Party B shall fulfill relevant obligations stipulated in the contract within three days after the collection and interpellation of Party A. If Party B still fails to fulfill relevant obligations stipulated in the contract, Party A has the right to apply to notarization authority for execution certificate.
4. Agreed items in advance about the verification contents and methods of the notarization authority before the Execution Certificate is issued: if Party B fails to fulfill or completely fulfill guarantee responsibility, Party A provides the notarization authority with evidence of Party B’s failure of fulfillment. Based on the application of Party A, before the Execution Certificate is issued, the notarization authority verifies the fact of Party B’s failure of fulfillment or proper fulfillment of guarantee responsibility through letters or telephones (faxes) according to the contact address or contact telephone stipulated in the contract before. Party B shall substantially respond to the verified contents made by the notarization authority within five days according to the requirements of the notarization authority, otherwise no disagreement from
英文合同 篇3
本协议于日订立。
BETWEEN 协议订立双方为：
(1) VOLKSWAGEN GROUP IMPORT CO., LTD.(company name in Chinese: (formerly known as Volkswagen Import Co., Ltd),a wholly foreign owned limited liability company incorporated under the laws of PRC whose registered address is at Room 519-3 Tengda Building, No. 18, International Trade Road, Tianjin Port Free Trade Zone (the “VGIC”); and
大众汽车（中国）销售有限公司 （以前叫做“大众汽车销售有限公司”），该公司为外商独资有限公司，依据中华人民共和国的法律组建而成，注册地址为：
). （下文中称为“经销商”）。
Each of VGIC and the Dealer is a “party”, and collectively are the “parties”.
大众公司和经销商在本协议中单独称为“一方”，集体称为“双方”。
WHEREAS: 鉴于：
A. The parties entered into a Contract with Authorized Purchaser (Dealer) of Lamborghini Import “Dealer Contract”).
协议双方于 日签署了一份兰博基尼授权买家（经销商）合同（下文中称为“经销商合同”）。
B. The parties agree to terminate the Dealer Contract in accordance with, and subject to, the terms and conditions of this Agreement.
协议双方同意根据本协议的条款和条件终止所述经销商合同。
THEREFORE the parties hereby agree as follows: 故此，本协议双方现此约定如下：
1. Termination 第一条 协议的终止 “Effective Date”). 本协议双方约定从日起终止所述经销商合同（生效日期）。
1.2 Each party’s rights and obligations under the Dealer Contract shall cease immediately on termination, except for the clauses which are expressed to survive termination. The Dealer hereby renounces and surrenders any and all rights granted pursuant to or in relation to Dealer Contract.
所述经销商合同终止时，本协议各方在该合同项下的权利和义务立即终止，除非该合同中明确规定某权利和/或义务应当在合同终止后继续生效。经销商现此放弃并让出自己和所述经销商合同相关的所有权利。
1.3The termination of the Dealer Contract does not of itself give rise to any liability on the part of VGIC to pay any compensation to the Dealer, including but not limited to, for loss of profits or goodwill.
所述经销商合同的终止不会产生大众公司向经销商给予任何补偿的义务，包括但不限于利润和商誉的损失。
1.4 The Dealer hereby waives, releases and forever discharges VGIC,VGIC’semployees and affiliates, and any replacing dealership appointed by VGIC against any actions, proceedings, claims, demands, costs and expenses which the Dealer may now have or would have had for the termination of the Dealer Contract, including but not limited to any applicable rights upon termination of agreements it has may have had under the Dealer Contractor any applicable law. 经销商现此放弃、免除并永远解除大众公司、大众公司的雇员和附属公司、大众公司指定的任何替代经销商就经销商针对所述经销商合同的终止可能享有的、将会享有的任何起诉、诉讼程序、索赔、权利主张、花费和开支而应当承担的责任，包括但不限于所述经销商合同终止时经销商依据任何适用的法律而享有的、可能享有的任何适用权利。
1.5 The Dealer by executing this Agreement, for and on behalf of Dealer and all persons and entities who at present, in the past or in the future may have, have had or may hereafter have a legal or beneficial ownership or other interest in Dealer, and their respective heirs, executors, administrators, successors and assigns (collectively the “Releasors”), hereby agrees to and does hereby unconditionally, irrevocably and forever voluntarily terminate and surrender to VGIC, as of the Effective Date, the Dealer Contract and any other agreements relating to the sale of the Lamborghini brand products and waives, terminates and surrenders to VGIC any and rights arising out or relating to the Dealer Contract or in connection with the Dealer Contract, including, without limitation, any and all rights, if any, to a continuation, extension or renewal of the Dealer Contract or any related business relationships between VGIC and the Dealer or any of the other Releasors after the Effective Date, which they, or any of them, may now or hereafter have or acquire.
通过本协议的签署，经销商代表经销商、以及过去、现在和将来和经销商可能有、已经有、之后可能有法律关系、受益所有权或者其它利益关系的任何人员和实体、其各自的继承人、执行人、管理人、继任人和受让人（总体称为“放弃权利人”），现此同意为了大众公司并无条件地、不可撤销地且永远自愿地从生效日期起终止并让出所述经销商合同以及和所述兰博基尼品牌产品的销售相关的其它任何协议，为了大众公司放弃、终止和让出因为所述经销商合同引起的或者与之相关的任何权利，包括但不限于延续、续展、续订所述经销商合同或者大众公司和经销商或者其它任何放弃权利人之间在生效日期后的任何相关业务关系的任何权利（如果有的话），因为大众公司和经销商或者其它任何放弃权利人（或者其中的部分人员）在当前或者今后可能具有或者取得该种业务关系。
1.6 The parties hereto intend that this Agreement constitute a general release of all claims, demands, actions, causes of action, whether known or unknown, suspected or unsuspected, that the Dealer and/or any of the other Releasors had, may have or may claim to have to the Effective Date.
本协议双方约定：本协议构成了全面免除，免除了生效日期之前经销商和/或其它任何权利放弃人享有的、可能享有的或者可能会声称享有的任何索赔、权利主张、起诉和诉因，无论是明确的还是不明确的，无论是疑似的还是非疑似的。
2. Obligations Following Signing of This Agreement 第二条 签署本协议产生的义务
2.1 Following the signing of this Agreement, both parties shall make best efforts to cooperate with each other, including providing and executing all necessary documents and materials and
taking all necessary actions, to ensure an uninterrupted supply of parts and after sales services as required by customers after the date of termination of the Dealer Contract.
本协议签署后，协议双方应当尽最大努力展开合作，包括但不限于提供并签署所有必要的文件和材料并采取必要的措施，确保所述经销商合同终止后，能够按照客户的要求不间断地提供零部件和售后服务。
2.2 Following the signing of this Agreement, the Dealer undertakes to VGIC that it shall: 本协议一经签署，经销商即向大众公司保证：经销商应当
(a)Immediately inform its customers (especially owners of vehicles sold by the Dealer) of the Dealer’s closure using the mutually agreed template attached to this Agreement, and obtain the customers’ consent to the transfer of the customer’s information to VGIC and VGIC’s use of such informationsubject to the applicable laws and regulations of PRC;
使用本协议随附的且双方一致同意的方式，把经销商和大众公司之间签订的所述经销商合同的终止情况立即告知经销商自己的客户（特别是从经销商处购买了汽车的车主），取得客户同意后，把客户信息移交给大众公司，大众公司应当按照适用的中华人民共和国的法律和法规来使用该种信息。
(b) Immediately execute the necessary contracts for the transfer of its repair, return and replacement obligations pursuant to the applicable laws and regulations and the Dealer’s sales contracts for vehicles sold by the Dealer to a mutually agreed affiliate;
立即根据适用的法律和法规以及经销商就销售给双方一致同意的附属公司的车辆而签订的销售合同，为维修义务、产品退回义务和替换义务的让与而签署必要的合同。
(c) immediately transfer, and ensure its affiliated companies transfer, to VGIC or other Volkswagen Group companies respectively, without any consideration, the trademarks registered in the PRC and/or trademark registration applied in the PRC, which belong to VGIC or other Volkswagen Group companies, and any domain names registered in the PRC, which contain the Lamborghini trademarks or name of VGIC or other Volkswagen Group companies;
立即向大众公司或者大众集团的其它公司让与全部归大众公司所有的或者大众集团其它公司所有的、在中华人民共和国注册的商标和/或在中华人民共和国申请的商标注册，以及包含兰博基尼商标或者大众公司名称或者其它大众集团公司名称的.任何域名，不得收取任何对价，并确保经销商自己的附属公司也这样做。
(d) immediately cease using, and ensure its subsidiaries and branches (if any) to cease using,the Lamborghini trademarks and “Lamborghini” or its Chinese translations in its corporate name; 立即停止使用并确保其子公司和分公司（如果有的话）停止在其公司名称中使用兰博基尼商标、“Lamborghini”和Lamborghini 的汉语译文 “兰博基尼”;
(e) not apply, and ensure its affiliated companies not apply, directly or indirectly, for registration of any trademarks or names (including any Chinese translations) belonging to VGIC or other Volkswagen Group companies. Otherwise, VGIC or other Volkswagen Group companies are entitled to request such trademarks and/or names transferred to VGIC or other Volkswagen Group companies, free of charge, at any time;
不得直接或者间接地申请注册属于大众公司或者大众集团其它公司的任何商标或名称（包括汉语译名），并确保其附属公司也这样做。否则，大众公司或者大众集团其它公司有权在任何时间要求把该等商标和/或名称让与给大众公司或者大众集团的其它公司。
(f) immediately remove and return to VGIC (or otherwise dispose of as VGIC may instruct) all signboard and symbols containing the Lamborghini trademarks; and
立即移除包含兰博基尼商标的任何招牌和标识并归还给大众公司（或者按照大众公司的指示处理这些招牌和标识）；以及
(g) immediately return to VGIC or otherwise dispose of as VGIC may instruct all equipment and tools, samples, instruction books, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers whatsoever provided by VGIC to the Dealer and relating to VGIC’s business (other than correspondence which has passed between the parties) which the Dealer may have in its possession or under its control.
立即把经销商可能会拥有的或者控制的、大众公司提供给经销商的且和大众公司的业务有关的任何设备、工具、样品、说明书、技术手册、目录、广告材料、技术规范和其它材料、文件和文据返还给大众公司，或者按照大众公司的指示加以处理。
大众公司同意把 元人民币归还给经销商，这个金额包括：
’s dealership account; and 元人民币的经销商经销账户余额；以及
bank transfer within 30 working days from the execution of this Agreement by the parties. 元人民币的依据本协议规定归还招牌和标识的费用，本协议签署后三十天内，通过银行电子转账支付经销商。
2.4 Within 30 days following the signing of this Agreement, the Dealer should apply to deregister itself with the relevant government authorities as an authorized dealer of Lamborghini brand products, including revising its business scope shown on the business license accordingly.
本协议签署后的三十天内，经销商应当向相关的政府机关申请撤销自己作为兰博基尼品牌产品授权经销商的登记，包括相应地修改经销商营业执照中业务范围。
2.5 The Dealer agrees to maintain strict confidentiality regarding all VGIC’s confidential information, including any data, information, plans, drawings, specifications, documents, know-how, physical objects (such as models, parts or devices) or materials of or relating to the production, engineering, technology, financing, marketing of Volkswagen and Lamborghini products, personnel of VGIC, their parent corporation or their subsidiaries or affiliates, if such confidential information is not known or available to the public (“Confidential Information”). The Dealer undertakes that it will not, at any time, reveal, communicate, divulge or make available any Confidential Information to anyone, other than to such extent and to such persons as may specifically be designated by VGIC in writing.
英文合同 篇4
CONTRACT ON TRADE OF RUSSIA COAL
卖方：俄罗斯国海参崴矿业进出口有限公司
The Seller：Vladivostok Mining Import / Export Company Ltd. , Russia
地址 (Address)：
买方The Buyer：
地址Address：
依下列条款卖方同意卖出、买方同意买进俄罗斯产煤炭。
The Buyer agree to buy and The Seller agree to sell coal produced in Russia on terms and conditions as set forth below:
一、品名和规格 Goods Name and Specification
品名：燃煤 Goods Name: Coal
规格：Specification
二、装运/卸货港与保险 Shipping/ Destination and Insurance
(1) 装运港：俄罗斯海参崴
Port of Loading : Vladivostok Port, Russia
(2) 卸货港：中国 上海 黄浦港
Port of Destination： Huangpu Port, Shanghai, China
(3) 保险：按110%发票金额由卖方负责担保
Insurance : To be covered by The Seller for 110% of the Invoice Value.
(4) 履约保证金：Performance Bond
(A) 在合同签定后5个工作日内，卖方将30,000美元的履约保证金交予买方。
The Seller should submit USD30,000 of the Performance Bond within 5 working days after signing the contract.
(B) 当卖方履行完合同中之装运及交货后，买方应一次性将卖方交纳的履约保证金30,000美元无息退还给卖方。
Once The Seller has effected the shipment / delivery of the contract, The Buyer should return the total amount of USD 30,000 to The Seller without any interest charges.
三、付款与单据 Payment and Bill of Document
付款方式： Terms of Payment :
由有资质银行开列的不可撤销，100%付款跟单即期信用证。付款分以下部份：
By document, Transferable, Irrevocable 100% payable, at sight L/C opened by Buyer’s agent from Prime Bank. Settlement shall be divided as per follow:
提交议付行90%首付金额单据如下：
The document should be presented to negotiate on Bank for 90% Provisional Payment as follow :
(1) 卖方签署的商业发票一正三副。
Signed commercial invoice in 1 origin and 3 copies.
(2) 3/3全套全本清洁的已装船的提单空白处标明”运费已付”，并于卸货港通知开证申请人。
3/3 full set origin Clean on Board Bill of Loading made out to order, blank endorsed marked “ Freight Prepaid “, and notifying the Applicant at the destination port.
(3) 由俄罗斯海关商检出具的装船取样分析证书，正本一份及副本二份。
Original Certificate of Sampling and Analysis is issued by PT. Superindending Company of Russia the commodity inspection authorities in 1 origin and 2 copies.
(4) 由俄罗斯商检出具的装港重量证书，正本一份及副本二份。
Origin Certification of Weight issued by PT. Superindending Company of Russia (SUCOFINDO) in 1 origin and 2 copies.
(5) 由俄罗斯贸易和工业有关部门或相关的商业或任何相关的协会出具的原产地证书。
Certificate of Origin issued by relevant Department of Trade & Industry Republic of Russia or relevant (Provincial) Chamber of Commerce or any authorized institute in Russia.
(6) 俄罗斯主要保险公司出具的`保险单，正本一份及副本二份。
Insurance Policy issued by the major insurance company of Russia in 1 origin or 2 copies.
(7) 10%尾款于船到港后15天支付。所需文件如下：
The balance of 10% payment subject to 15 days after vessel arrival at the destination part. The required documents as follow:
(8) 卖方签署的商业发票，正本一份及副本三份。
Signed commercial Invoice in 1 origin and 3 copies.
(9) 船到港的文件。Vessel arrival document at destination port.
(10) 如果发生需要修改或扩充信用证的情况，提出的一方必须承担有关银行的费用。
The requesting party shall bear the bank charges for the amendment or extension of Letters of Credit as and when such situations arise.
四、检验 Inspection
(6) 检验：重量由水尺检验方法测定，而重量及质量检验标准由俄罗斯的商检机构抽取样本进行检验，并出具检验报告为首要标准。相关的证书将作为最终结算依据之文件。
Inspection: Inspection weight to be determined by DRAFT SURVEY INSPECTED also with quality analysis based on certificate issue by The commodity inspection authorities . The relevant certificates shall be final document for any payment.
五、装卸Shipping and Discharging
(1) 装运时间：卖方将于收到买方所开列信用证的30天以内完成装运。
The Seller will effect the shipment within 30 days after receipt of Buyer’s Letter of Credit.
(2) 装货装率以8,000吨/天为准。装货时间从船舶靠港后起算。
The Loading shall be on basis of 8,000 MT/day from the time the ship park the loading port.
(3) 货物完成装船后的2天内，卖方应告知买方合同号码，货物名称，发票金额，船名及装船时间。
Within two working days after completion of loading of the goods on board the vessel. The Seller shall advise the Buyer of the contract no, the name of goods, the invoice amount, the vessel’s name and the date of shipment.
六、验收标准：The Standard for checking and acceptance:
6.1 全水分(Total Moisture)
若俄罗斯SUCOFINDO(SGS)所出具的商检报告中全水分超过合约值，买方有权从已交付的煤炭中按超出水分百分比扣除煤量，若全水分超过22%，买方有权拒收，扣煤量计算如下(每吨单位以FOB价计算)：
If the actual Total Moisture percentage of the shipment of the Coal as the Certificate of Analysis issued by Sucofindo (Russia) is higher than standard specification, if the actual Total Moisture is higher than 22.0%, then the Buyer can refuse to accept the steam coal; then the actual weight of the Coal shall be adjusted by the following formula (the tonnage price base on FOB price)：
6.2 灰分 (ASH Content)
若实际灰分超过合同标准值时，每超过1%，则按比例每吨扣除USD$0.30 (计算公式如下)：
If the actual ASH Content is higher than standard specification, then a penalty of each 1% faction pro rata will be USD$0.30 per metric ton.
6.3 全硫 (Total Sulfur)
若实际全硫超过合同标准值时，每超过0.1%，则按比例每吨扣除USD$0.30;若实际全硫超过1.1%，买方有权拒收，计算公式如下：
If the actual Total Sulfur is higher than standard specification, then a penalty of each 0.1% fraction pro rata will be USD$0.30 per metric ton, if the actual total sulfur is higher than 1.1% , then the Buyer can refuse to accept the steam coal.
6.4 挥发分 (Volatile Matter)
若实际挥发分低于合约标准值，每低于1%，则按比例每吨扣除USD$0.20 (计算公式如下)：
If the actual Volatile Matter is lower than standard specification, then a penalty of each 1% fraction pro rata will be USD$0.20 per metric ton.
6.5 灰熔点温度ASH Fusion temperature T1
若灰熔点之变形温勿低于合约值，则每低100℃，买分有权从应付的货款中每吨扣除USD$0.20，计算公式如下：
If the actual ASH Fusion temperature TI is lower than standard specification, then a penalty of each low 100℃ will be USD$0.20 per metric ton.
6.6 热值 Gross Calorific Value
(1) 若高位发热量(收到基，ADB)低于5450卡，每低于100大卡单价扣减0.6每元;若高位发热量(收到基，ADB)超过5450大卡，每增加100大卡，单价增加0.50美元，6000大卡/kg封顶。
In case of Gross Calorific Value (ADB) less than 5450 kcal, the unit price should be deducted USD$0.60 for every 100 kcal reduction. In case of Gross Calorific Value (ADB) more than 5450 kcal, the unit price should be increased USD$0.50 for every 100 kcal up to 6000 kcal.
(2) 当高位发热量(收到基，ADB)低于5400大卡，每低于100大卡单价扣减1.20美元/吨。
Shall and when to Gross Calorific Value (ADB) below 5400 kcal/kg, unit price shall be reduced by USD$1.20 per metric ton for every decrease of 100 kcal/kg.
7. 有下列任一情况，买方有权拒收货物
In case of any of the follow condition, the Buyer has right to refuse the goods:
(7.1) 灰分大于15% Ash content > 15%
(7.2) 含硫量大于等于1.1% Total Sulphur ≧ 1.1%
(7.3) 挥发分：低于38%或高于47% Volatile Matter < 38% OR > 47%
(7.4) 收到基高位发热量(空干基)：小于5300大卡/公斤
Gross Calorie Value (ADB) < 5300 kcal/kg
(7.5) 全水大于或等于22% Total Moisture ≧22%
八、 价格调整 Price adjustment
(8.1) 双方同意如果实际装运的货物与合同的第一条规定的质量有差别，则价格将有所调整。
Both parties agree, shall the quality of the loaded cargo difference from of the quality as stipulated in article 1 aforementioned, the following price adjustment shall be effect.
(8.2) 如遇买卖双方不可控制和不预见的因素作调整。这些调整因素包括全世界的燃料上涨，俄罗斯政府增加的税收等，所有调整的价格皆需买卖双方同意。
The price stated is subject to unforeseen price raise that are beyond the control of the supplier. This may include fuel increases worldwide, by Russia government, additional fees such as increases in taxes and duties. All adjusted are to be mutually agreed by both parties.
九、 人力不可抗拒因素 Force Majeure
由于一般公认的人力不可抗拒原因而不能交货或推迟装运，卖方不负责任。卖方必须在事故发生时立即电告买方并在事故发生后20天内航空邮寄给买方灾害发生地点之有关政府或商会所发给的证件证实灾害的存在。除因不可抗拒推迟交货或不能交货，如卖方不能按合同规定期限交货，则应赔偿买方直接由于迟期交货或不能按合同交货所遭受的一切合理损失及费用。人力不可抗拒事故继续存在60天以上时，买方有权撤销合同或合同中未交付部分。
The Seller shall not be help responsible if they fail, owing to Force Majeure cause of causes, to make delivery within the time stipulated in this Sales Contract or cannot delivery the goods. However, the Seller shall inform immediately the Buyer by fax or other writer form of the accident and airmail to Buyer within 20 days after the accident, a certificate of accident issued by the competent government authorities or the chamber of commerce which is located at the place where the accident occurs as evident thereof. With the exception of delayed delivery or non-delivery due to “Force majeure” causes, in case the Seller mail to make delivery within time as stipulated in the contract, the Seller should indemnify the Buyer for all justifiable and normal losses incurred to latter directly attributable to delayed delivery or failed to make delivery of the goods in accordance with the terms of this contract, if the “Force Majeure” cause lasts over 60 days, the Buyer have the right to cancel the contract or the un-delivery part of the contract. 十、仲裁：Arbitration :
一起因执行合同所发生与本合同有关之争执，双方应友好协商解决。如双方协商不能解决时，应提交新加坡国际贸易仲裁中心对外经济仲裁委员会，根据其仲裁规则进行仲裁。仲裁的裁决为终局裁决，对双方均有约束力。仲裁费育重非有关仲裁机构另有决定外均由败诉方负担。
All disputes arising in connection with this Sales Contract or the execution thereof shall be settled by way of amicable negotiation. In case no settlement can be reached between the two parties, the case at issue shall then be submitted for arbitration to Singapore International Trading Arbitration Council. The aard by such arbitration shall be deemed as final and binding upon both parties. The fees for Arbitration shall borne by the losing party unless otherwise awarded.
Buyers (Signature)： 卖方 Sellers (signature):
Director Director
Date Date
Witnesses:
英文合同 篇5
贷款方（Lender）
身份证件号码（ID Number.）
地址（Address）
电话（Tel）
借款方（Borrower）
法定代表人（Representative）
职务（Title）
地址（Address）
电话（Tel）
借款方是一家从事生产销售喷砂和抛光研磨纤维石产品；（砂石品业务）的公司：
The Borrower operates Manufacture and sale of the spray-stone （the Stone Business）；
借款方因生产经营需要，向贷款方借款。双方本着互惠互利的目的，友好协商，特制订本合同。
For its production and operation， the Borrower intends to borrow money from the Lender. For the mutual benefits， both Parties agree to conclude this Contract.
第一条 借款金额 Article 1 Amount of Loan
借款金额280，000美元 （大写：贰拾捌万美元）
US$280，000（Capital Letter： Two Hundred Eighty Thousand US Dollars）
贷款方在签订本书面合同之前，已向借款方提供280，000美元贷款。借款方在此确认已经收到贷款方通过银行转账方式提供的280，000美元贷款。
The Lender agrees to advance the Loan US$280，000 to the Borrower prior to the signing of this Contract. The Borrower hereby confirms that it has received the Loan US$280，000 advanced by the Lender through bank transfer.
第二条 借款用途Article 2 Scope for Use
本合同所约定的贷款仅用于借款方生产销售砂石品业务，不得挪作它用。
The loan hereof is only for Borrower‘s Stone Business and shall not be appropriated for other use.
第三条 利率及还款期Article 3 Interest and Term Repayment
1. 如果借款方在合同约定的还期限内还清借款，贷款方则不收取借款利息。
The Lender agrees that no interest will be payable on the Loan for the term of the loan while the Borrower is not in default of repayment.
2. 借款方应按照以下还款期向贷款方偿还借款：
The Borrower agrees to repay the Loan to the Lender in accordance with the following repayment schedule：
在本合同签订之日起十二个月内偿还借款 美元；
Repayment due on or before the date 12 months from the date of this agreement.
在本合同签订之日起二十四个月内偿还借款 美元；
Repayment due on or before the date 24 months from the date of this agreement.
在合同签订之日起三十六个月内偿还借款 美元。
Repayment due on or before the date 36 months from the date of this agreement.
3. 借款方应根据贷款方合理要求的时间、场所和方式还款。
All repayments shall be made at the time and place and in the manner reasonably required by the Lender.
第四条 管理费用Article 4 Management Fee
1.借款方同意在借款期内，向贷款方支付管理费用，管理费用的金额为借款方砂石品业务销售总额1.4%.
The Borrower agrees to pay to the Lender a sum equivalent to 1.4% of the total income received by the Borrower， from the sales turnover of the Stone Business， during the term of the loan.
2. 借款方同意按第4.3条约定自每一财务季度结束之日起三十日内向贷款方支付管理费用，付款时间表如下：
Subject to clause 4.3 the Borrower agrees to pay the Management Fee to the Lender in arrears on or before the date 30 days following the end of the previous financial quarter in accordance with the following payment schedule：
每年一月一日至三月三十一日期间的管理费用；
Management Fee calculated for the period 1 January – 31 March each year.
每年四月一日至六月三十日期间的管理费用；
Management Fee calculated for the period 1 April – 30 June each year.
每年七月一日至九月三十日期间的管理费用；
Management fee calculated for the period 1 July – 30 September each year.
每年十月一日至十二月三十一日期间的管理费用。
Management Fee calculated for the period 1 October – 31 December each year.
3.本合同签订之日起的首个季度管理费用自20xx年 月 日起正式开始计算。
Management Fee due in respect of the financial quarter within which the date of this agreement falls will only become due on the date of 20xx.
4. 如果借款方在本合同签订之日起两年内提前还清借款280，000美元，借款方支付管理费用的义务自合同签订之日起两年后终止。
In case the Borrower repays the loan US$280，000 within 2 years from the date of this agreement then the obligation to pay the Management fee will cease at the end of the 2 year period.
第五条 浮动抵押 Article 5 Floating Mortgage
1. 借款方以其现有的和将来拥有的生产设备、原材料、成品和半成品向贷款方提供抵押。
The Borrower agrees to Mortgage to the Lender all equipments， raw materials， finished and unfinished goods owned now and in the future by the Borrower.
2.《抵押物清单》对抵押物价值的约定，并不作为贷款方依本合同对抵押物进行处分的估价依据，也不构成贷款方行使抵押权的任何限制。
The value of the Mortgaged properties stipulated in the shall neither be deemed as the price of sale nor as any limit on the Mortgagee‘s right， while the Lender exercises its right.
3. 抵押物的相关有效证明和资料由当事人确认封存后，由借款方交与贷款方保管，但法律法规另有规定的除外。
Subject to any the laws and regulations， any information and certifications in respect of the Mortgaged properties shall be handed over by the Borrower to the Lender after sealed.
4. 浮动抵押担保的范围为本金、利息、管理费、违约金、赔偿金以及实现债权所发生的一切费用，包括但不限于诉讼费、公证费、仲裁费、律师费、财产保全费、差旅费、执行费、评估费、拍卖费等。
The floating Mortgage hereof secures the principal， interests， management fees， compensation， and any other cost arising from the enforcement of the Lender‘s right pursuant to this Contract， including but without limitation court fee， cost for notarization， arbitration fee， attorney fee， fee for custody， traveling expense， compulsory execution fee， assessment fee and auction fee.
5. 借款方应自本合同签订之日起三十日内向有关部门办理本合同的审批、备案和登记等事宜，所产生的费用由借款方承担。
The Borrower shall apply for administrative approval， record-keeping and registration on its own fee in thirty days from the signing of this Contract.
6. 借款方应当合理使用和妥善保管抵押物，如抵押物的价值比本合同签订时的评估价减少15%以上的，借款方应当在三日内通知贷款方。贷款方有权要求借款方继续提供相应担保或者提前还款。
The Borrower shall use and keep the Mortgaged properties in a reasonable manner， in case the value of the Mortgaged properties have been reduced by 15% from the agreed value at the date of signing this Contract， the Borrower shall inform the Lender. The Lender is entitled to require the Borrower for appropriate securities or for repayment immediately.
7. 贷款方在借款方发生以下情形之一时，可以行使抵押权：
The Lender is entitled to exercise its Mortgagee‘s right， in the following cases：
（1）借款方违反本合同所约定的义务；
The Borrower is in default of its obligation hereof；
（2）经营情况严重恶化、减少注册资本；
The Borrower‘s business has seriously deteriorated or reduced the registered capital.
（3）借款方分立、合并； The Borrower is to be or has been divided or merged；
（4）借款方涉及重大纠纷诉讼，涉案标的30万元人民币以上；
The Borrower is involved in an important litigation or any other dispute of which the amount is above 300，000RMB.
（5）借款方破产、歇业、解散、被停业整顿、被吊销营业执照；
The borrower risks to bankruptcy or goes bankrupt， closes out， dissolves， has been asked to suspend business to raise standards or has its license revoked；
（6）借款方住所或法定代表人发生变更；
The business place or the legal representative has been changed；
（7）其他因借款方原因可能导致贷款方拥有抵押权无法实现的情形。
The Lender could not enforce the Mortgagee‘s right because of any other event due to the Borrower.
借款方发生或很可能发生以上情形之一的，贷款方书面通知借款方之日为浮动抵押财产确定之日。若借款方不签收通知回执的，贷款方有权按本合同第十四条所示方法通知，视为乙方已经收到。
If any case above said occurs or more than likely to occur， the floating Mortgage converts into being fixed Mortgage at the date of notice sent by the Lender. If the Borrower refuses to sign receipt， it is deemed to have received the notice sent by the Lender in according article 14.
第六条 陈述与保证Article 6 Presentations and Warranties
借款方在此陈述并保证以下事项属实，否则承担欺诈的法律责任：
The Borrower hereby presents and warrants all the following facts， otherwise it shall be liable for fraud.
1.借款方是本合同项下抵押财产完全的、有效的、合法的所有者；该抵押财产不存在权属方面的争议。
The Borrower has the entire， valid and legal ownership of the Mortgaged properties without any dispute or claim.
2. 本合同项下抵押财产不存在瑕疵。
No defect on the Mortgaged properties.
3. 本合同项下的抵押财产依法可以设定抵押，设立本合同的`抵押不会受到任何限制。
The Mortgaged properties are legally available for Mortgage without any limitation.
4. 本合同项下的抵押财产未被依法查封、扣押。
The Mortgaged properties haven‘t been sealed or seized.
借款方在此保证在合同存续期间，未经贷款方书面同意，不从事以下行为：
Without the Lender‘s prior written consent， the Borrower hereby warrants that during the term of this Contract， it will not：
1. 对公司的利润进行分红；
Pay any dividend in respect of its profits to its shareholders；
2. 在一个财务季度内购买价值合计25，000美元以上的生产设备；
Not acquire an aggregate of more than US$25，000 worth of plant or equipment in a calendar quarter；
3. 对抵押财产再次设立抵押、质押或者出租、赠予抵押财产。
Remortgage， reMortgage， rent or give the Mortgaged properties to any other person；
第七条 经销Article 7 Distribution
借款方同意贷款方在本合同约定的条件下，在世界范围内销售借款方生产的喷砂和抛光研磨纤维石产品（“砂石产品”）
The Borrower agrees that the Lender may distribute the “spray-stone” and “super-stone” products （“Stone Products”） anywhere in the world and on whatever terms it sees fit for the term of this agreement.
在本合同订立之日至20xx年12月31日期间，借款方向贷款方出售砂石产品的价格不高于当次交易时最近三个月借款方出售砂石产品的最低价格。
The Borrower agrees that from the date of this agreement until 31 December 20xx it will sell the Stone Products to the Lender at a price no higher than the lowest price for which it sold the Stone Products in the immediately preceding 3 month period.
本条所赋予的经销权是非独家经销权。
The rights conferred by this clause are non-exclusive.
贷款方同意在20xx年12月31日前，不向借款方签订本合同时已有的顾客出售砂石产品。该客户名单以签订合同当天本合同双方书面确认的名单为准。
The Lender agrees that it will not prior to 31 December 20xx sell the Stone Products to any existing customer of the Borrower at the time of this agreement. Only those customers of the Borrower confirmed in writing by the Parties hereof at the time of this agreement have the binding effect.
第八条 监督检查Article 8 Supervision
贷款方和保证人有权检查贷款使用情况。检查时，借款方对调阅有关文件、账册和记账凭证，查核物资库存，生产情况以及其它与借款人的清偿能力有关的信息，必须给予方便。
The Lender and the Surety have the right to supervise the use of loan. The Borrower shall provide all kinds of facility to the Lender and Surety to check the relevant documents， accounting books， accounting vouchers， inventory， production and any other information relating to the solvency of the Borrower.
第九条 违约责任Article 9 Liability
1. 借款方不按合同规定的用途使用借款，贷款方有权提前收回全部贷款，对违约使用的部分，收取12%/年的利息。
1. As if the Borrower appropriates the loan from use stipulated herein， the Lender is entitled to get back the entire loan immediately and to claim for interests on the amount of loan appropriated at the rate of 12%/year.
2.借款方如逾期不还借款，贷款方有权追回借款，并按0.05%每天加收罚息。
As if the Borrower fails the repay the loan in time， the Lender is entitled to get back the entire loan immediately and to claim for delayed repayment interest at the rate of 0.05% per day.
第十条 法律适用Article 10 Governing Law
本借款合同的效力、履行、变更、终止和解释均适用 有关法律法规。
The validity，performance， modification， termination and interpretation of this Contract are governed by law.
第十一条 争议解决Article 11 Dispute Resolution
对本合同的效力、履行、变更、终止或解释发生争议，由当事人双方协商解决。协商不成，双方同意向有管辖权的人民法院起诉。
Any dispute arising from the validity，performance， modification，termination or interpretation of this Contract， may be settled by negotiation. If an agreement could not be reached， then both Parties agree to submit the dispute to the court which has the jurisdiction over the matter.
第十二条 通知Article 12 Notice
1.贷款方指定本合同事宜的联系人为 .
The Lender appoints as the particular for receipt.
联系电话 （Tel）
传真 （Fax）
地址 （Address）
电子邮箱 （Email）
2. 借款方指定本合同事宜的联系人为 .
2. The Borrower appoints as the particular for receipt.
联系电话 （Tel）
传真 （Fax）
地址 （Address）
电子邮箱 （Email）
借贷双方因履行本合同而相互发出或者提供的所有通知、文件、资料，均以本条所列明的地址、传真送达，一方如果变更联系人或其联系方式，应当书面通知对方。
Any notices， documents and material arising from the performance of this Contract shall be sent to the contact stipulated by this Article. During the Term， if one Party changes its particular for receipt of notices or the latter‘s contact， shall give written notice to the other Party in accordance with this Article.
通过普通邮寄方式寄出的，在寄出的三日内视为送达；通过挂号专递方式寄出的，在签收之日视为送达。
All notices shall be deemed served three days after the date of posting or， if hand delivered， on the actual date of receipt.
第十三条合同生效与解释 Article 13 Validity and Interpretation
本合同一式五份，借贷双方各执一份，另外三份送有关部门审批、登记或备案，本合同自借贷双方代表签字之日起生效。
This Contract is made out in five copies； the Lender and Borrower respectively hold one， the rest copies are for administrative approval， registration or record-keeping. This Contract comes into force from the day on which its signed by the representative of each Party.
贷款方（Lender） 借款方（Borrower）
法定代表人（Representative）
英文合同 篇6
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7
借款人：Borrower:
贷款人：Lender:
抵押人：Mortgagor:
保证人：Surety :
出质人：Pledgeor:
为明确各方权利和义务，根据《合同法》、《贷款通则》和其他有关法律、法规，订立本合同。
This Contract is made in line with the Contract Law of the Peoples Republic of China and The General Provisions of Loans of the Peoples Bank of China to specify the rights and obligations of parties involved.
借 贷 条 款 Loan Borrowing Clause
第一条 借款金额 Article 1. Amount of loan:
第二条 借款用途 Article 2. Purpose of loan:
第三条 借款期限 Article 3. Life of loan
3.2借据或贷款凭证是本合同不可分割的组成部分。借款的实际放款日和还款日以借款人、贷款人双方办理的借据或凭证上所记载的日期为准。除日期外，借据或凭证其他记载事项如与本合同不一致的，以本合同为准。
3.2 A certificate of indebtedness or a loan voucher is an integral part of this Contract. The date of advance and payment due date shall follow the date specified on the certificate of indebtedness or loan voucher . Where there is any inconsistency between the stipulations on the certificate of indebtedness or loan voucher and the Terms and Conditions on this Contract except date, the latter shall prevail.
第四条 借款划付Article 4 Transferring of loan.
借款人办妥借款手续后5个营业日内将全部款项划至借款人指定的账户，划付次数、时间、金额见 。
The full amount of loan shall be transferred to an Account designated by the Borrower within 5 working days from the date of completing borrowing procedure. Refer to 36.4 for the frequency, time and amount of transferring
第五条 借款利率和计息 Article 5. Interest rate of loan and calculation
5.1借款利率。本合同项下借款利率根据国家有关规定，确定利率见 。遇利率调整时，借款期限在1年(含)以下的，执行合同利率，不分段计息;借款期限在1年以上的，实行分段计息，从利率调整的次年1月1日开始，按相应利率的档次执行新的利率;如借款人未按约定时间归还借款本息或未按合同约定用途使用借款，贷款人将按国家规定对借款人计收罚息，罚息率见 。
5.1 Interest rate of loan: The interest rate under this Contract is specified in 36.5 in line with relevant rules. In case of change of interest rate, the interest rate stipulated in the Contract shall prevail for loans with a life of less than or equal to one year; For loans with a life exceeding one year, the interest shall be calculated on a multi-stage basis, i.e. From next Jan. 1st following the adjustment of interest rate, the new rate shall prevail. In case the Borrower fails to repay the principal and interest before the due date, or fails to use the loan for purposes as agreed in this Contract, the lender shall be entitled to collect default interest in line with relevant rules. The default interest rate is specified in 36.6.
5.2遇利率调整时，实行分段计息的，贷款人有权根据国家有关规定自行调整，不另行通知借款人。
5.2 In case of calculating interest on multi-stage basis due to adjustment of interest rate, the lender shall be entitled to adjust the interest rate on his own without further notice to the Borrower.
第六条 还款方式 Article 6 Type of Repayment of Loan
6.1借款人应在贷款人开设帐户，户名和帐号见 36.7 ，并保证在每次还款日前足额存入当期应还款项的存款。借款人在此授权贷款人从借款人该帐户中扣收借款本金、利息和可能发生的复利、罚息、违约金、保费、损害赔偿金及实现债权的费用(含律师费和诉讼费)。如该帐户资产不足以归还到期的贷款本息，贷款人有权从借款人在中国工商银行任何分支机构开立的'任何帐户划收。
6.1 The Borrower should open an account with the Lender( The account name and account number are specified in 36.7.) and promise to deposit sufficient money for repayment before each due date. The Borrower hereby authorizes the Lender to collect , if any, compound interest, default interest, liquidated damage, premium, compensation and expenses arising from the realization of creditors right (including lawyers fee and court expense)in addition to due principal and interest of loan. In case the asset in this Account is not enough for repayment of due principal and interest, the Lender shall be entitled to collect from any Account opened by the Borrower with any branch of ICBC.
6.2贷款人与借款人双方商定，自贷款发放次月起，借款人按月归还贷款本息(一次性还本付息除外)，还款期数及还款方式见 36.8 。
6.2 The Borrower shall repay the principal and interest on a monthly basis (Except repaying principal and interest in a lump sum) from the second month following the issuing of loan , as agreed between the Borrower and Lender. The repayment tenors and type are specified in 36.8.
6.3借款期间遇利率调整，如执行本合同5.1条实行分段计息的，对借款期限在1年以上的，应从利率调整的次年1月1日开始根据未偿还借款余额和剩余还款期数进行调整，重新计算还款金额。
6.3 In case of multi-stage calculation of interest as specified in 5.1 due to adjustment of interest rate during the life of loan, the repayment amount for loans with a life exceeding one year shall be recalculated on the basis of balance of unpaid loan and the rest of repayment tenor from next Jan. 1st following the adjustment of interest rate.
6.4借款人提前归还贷款须经贷款人书面同意，，提前归还部分的利息仍按本合同约定的利率和该部分实际使用天数计算。
6.4 Repayment of the loan ahead of schedule by the Borrower shall be subject to written consent from the Lender. The interest of prepaid amount should be calculated on the basis of rate specified in this Contract and actual days.
第七条 担保方式 Article 7 Guaranty type.
本合同的担保人及担保方式见 36.9。具体约定由本合同中相应的担保条款确足。
The Guarantor and guaranty type under this Contract is specified in 36.9. The specific stipulations are stated in corresponding guaranty clauses.
第八条 借款人的权利、义务Article 8 Rights and obligations of the Borrower.
8.1借款人的权利：
8.1 Rights of the Borrower.
按本合同约定的期限和用途取得和使用借款;
Obtain and use the loan for the period and purposes as agreed in this Contract.
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