英文法律合同词汇模板大全
英语合同大全（吐血整理～实务中非常实用的各类“英语合同样板”～求职实习必备资料）作者 : 肖欣律师
Qq：731620777
合同条款常用英文词汇
买方buyer
卖方seller
项目名称Project name
地址address
电话phone
传真fax
联系人contact person
本合同由买卖双方签订，根据本合同条款，买方同意购买，卖方同意出售以下产品。
This contract is made by and between the buyers and sellers, whereby the buyers agree to buy and the sellers agree to sell the under-mentioned. Commodities according to the terms and conditions stipulated below.
1. 详细货物清单Detail supply list
2. 合同价格Contract value
序号item 型号model 尺寸size, dimension 数量amount, unit 单价unit price 总价total price 备注remark 货物，运费freight, transportation 合同总额（含安装费与税金）Contract amount incl. VAT installation
3. 付款条件payment conditions, payment terms
4. 交货地点delivery place
5. 发货期delivery time
6. 安装条款installation clause
7. 验收条款inspection clause
8. 保证条款guarantee clause
9. 不可抗拒条款Force Majeure Clause
10. 违约条款Breach clause
11. 其他条款Miscellaneous clause
12. 买卖双方信息buyer and seller information
此合同一式二份，由双方各持一正本。This contract is made in two originals that should be held by each party.
涉外合同格式
涉外合同按繁简不同，尽管可以采取不同书面形式，如正式合同（Contract）、协议书（Agreement）、确认书（Confirmation）、备忘录（Memorandum）、订单（Order）等等，但是一般都包含如下几个部分：
一、合同名称（Title）
二、前文（Preamble）
1. 订约日期和地点
Date and place of signing
2. 合同当事人及其国籍、主营业所或住所
Signing parties and their nationalities, principal place of business or residence addresses
3. 当事人合法依据
Each party's authority，比如，该公司是“按当地法律正式组织而存在的”（a corporation duly organized and existing under the laws of XXX）
4. 订约缘由/说明条款
Recitals or WHEREAS clause
三、本文（Body）
1. 定义条款（Definition clause）
2. 基本条款（Basic conditions）
3. 一般条款（General terms and conditions）
a. 合同有效期（Duration）
b. 合同的终止（Termination）
c. 不可抗力（Force Majeure）
d. 合同的让与（Assignment）
e. 仲裁（Arbitration）
f. 适用的法律（Governing law）
g. 诉讼管辖（Jurisdiction）
h. 通知手续（Notice）
i. 合同修改（Amendment）
j. 其它（Others）
四、结尾条款（WITNESS clause）
1. 结尾语，包括份数、使用的文字和效力等（Concluding sentence）
2. 签名（Signature）
3. 盖印（Seal）
以上的格式和内容并非一成不变，当事人可以根据各自交易情况做出调整或删减。
销售代理合同范本
Sales Agency Agreement
合同号：
NO：
日期：
Date：
为在平等互利的基础上发展贸易，有关方按下列条件签订本协议：
This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:
1. 订约人Contracting Parties
供货人（以下称甲方）：
销售代理人（以下称乙方）：
甲方委托乙方为销售代理人，推销下列商品。
Supplier: （hereinafter called "party A"）
Agent:（hereinafter called "party B"）
Party A hereby appoint Party B to act as his selling agent to sell the commodity mentioned below.
2. 商品名称及数量或金额Commodity and Quantity or Amount
双方约定，乙方在协议有效期内，销售不少于**的商品。
It is mutually agreed that Party B shall undertake to sell not less than…… of the aforesaid
commodity in the duration of this Agreement.
3. 经销地区Territory
只限在……。
In …… only.
4. 订单的确认Confirmation of Orders
本协议所规定商品的数量、价格及装运条件等，应在每笔交易中确认，其细目应在双方签订的销售协议书中作出规定。
The quantities, prices and shipments of the commodities stated in this Agreement shall be confirmed in each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.
5. 付款Payment
订单确认之后，乙方须按照有关确认书所规定的时间开立以甲方为受益人的保兑的、不可撤销的即期信用证。乙方开出信用证后，应立即通知甲方，以便甲方准备交货。
After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C available by draft at sight in favour of Party A within the time stipulated in the relevant S/C. Party B shall also notify Party A immediately after L/C is opened so that Party A can get prepared for delivery.
6. 佣金Commission
在本协议期满时，若乙方完成了第二款所规定的数额，甲方应按装运货物所收到的发票累计总金额付给乙方*%的佣金。
Upon the expiration of the Agreement and Party B's fullfilment of the total turnover mentioned in Article 2, Party A shall pay to Party B…… % commiss ion on the basis of the aggregate amount of the invoice value against the shipments effected.
7. 市场情况报告Reports on Market Conditions
乙方每3个月向甲方提供一次有关当时市场情况和用户意见的详细报告。同时，乙方应随时向甲方提供其他供应商的类似商品样品及其价格、销售情况和广告资料。
Party B shall forward once every three months to party A detailed reports on current market conditions and of consumers' comments. Meanwhile, Party B shall,from time to time, send to party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising materials.
8. 宣传广告费用Advertising & Publicity Expenses
在本协议有效期内，乙方在上述经销地区所作广告宣传的一切费用，由乙方自理。乙方须事先向甲方提供宣传广告的图案及文字说明，由甲方审阅同意。
Party B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement and submit to Party A all patterns and/or drawings and description for prior approval.
9. 协议有效期Validity of Agreement
本协议经双方签字后生效，有效期为**天，自**至**.若一方希望延长本协议，则须在本协议期满前1个月书面通知另一方，经双方协商决定。
若协议一方未履行协议条款，另一方有权终止协议。
This Agreement, after its being signed by the parties concerned, shall remain in force for…… days from …… to …… If either Party wishes to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration. The matter shall be decided by the agreement and by consent of the parties hereto. Should either party fail to implement the terms and
conditions herein, the other party is entitled to terminate this Agreement.
10. 仲裁Arbitration
在履行协议过程中，如产生争议，双方应友好协商解决。若通过友好协商达不成协议，则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程序暂行规定进行仲裁。该委员会的决定是终局的，对双方均具有约束力。仲裁费用，除另有规定外，由败诉一方负担。
All disputes arising from the execution of this Agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure. The decision made by this Commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party ,unless otherwise awarded.
11. 其他条款Other Terms & Conditions
（1）甲方不得向经销地区其他买主供应本协议所规定的商品。如有询价，当转达给乙方洽办。若有买主希望从甲方直接订购，甲方可以供货，但甲方须将有关销售确认书副本寄给乙方，并按所达成交易的发票金额给予乙方*%的佣金。
Party A shall not supply the contracted commodity to any other buyer（s）in the above mentioned territory. Direct enquiries, if any, will be referred to Party B. However, should any other buyers wish to deal with Party A directly, Party A may do so. But party A shall send to Party B a copy of Sales Confirmation and give Party B……% commission on the basis of the net invoice value of the transaction（s）concluded.
（2）若乙方在*月内未能向甲方提供至少**订货，甲方不承担本协议的义务。
Should Party B fail to pass on his orders to Party A in a period of …… months for a minimum of ……, Party A shall not bind himself to this Agreement.
（3）对双方政府间的贸易，甲方有权按其政府的授权进行有关的直接贸易，而不受本协议约束。乙方不得干涉此种直接贸易，也无权向甲方提出任何补偿或佣金要求。
For any business transacted between governments of both Parties, Party A may handle such direct dealings as authorized by Party A's government without binding himself to this Agreement. Party B shall not interfere in such direct dealings nor shall Party B bring forward any demand for compensation therefrom.
（4）本协议受签约双方所签订的销售确认条款的制约。
This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto.
本协议于**年*月*日在**签订，正本两份，甲乙双方各执一份。
This Agreement is signed on …… at…… and is in two originals；each Party shall have one copy.
借贷合同英文范本
LOAN CONTRACT
Contract Number:
BORROWER:
Address:
LENDER:
Address:
In accordance with provisions of Contract Law of the Peoples Republic of China and Bank of China, after reviewing the status and the request of the Borrower, the Lender agrees to grant the
Borrower a line of credit on . The Borrower, Lender and Guarantor, through friendly negotiation, have executed this Contract as follows:
ARTICLE 1 CURRENCY, AMOUNT AND TERM OF THE LOAN:
1. The Currency under this loan is Reiminbi.
2. The Line of the loan is yuan.
3. The period of this loan is 12 months from the date of effectiveness of this contract.
ARTICLE 2 THE PURPOSE OF THE LOAN:
1. The purpose of this loan is used for working capital turnover.
2. Without written approval of the Lender, the Borrower could not use the loan out of the scope of the purpose.
ARTICLE 3 INTEREST RATE AND CALCULATION OF INTEREST:
1. Interest rate: The interest rate shall be [***] During the loan term, if the countrys related authority adjusted the interest rate or the manner of calculation of interest, the interest of this contract shall be adjusted accordingly after one year from the date of execution of this contract.
The adjustment shall be conducted when the interest rate are executed one year.It is not obliged to inform the Borrower when the adjustment of interest.
2. The interest shall be calculated from the date of first drawdown and the actual days the borrower use. One year shall be calculated as 360 days.
3. The payment of interests: The Borrower shall pay the interests per quarter. The payment date shall be , and If the payment for the last installment is not on the payment date,the interests shall deduct the interest from the bank account of the Borrower.
In the event that the Borrower fails to pay the interests on time and the balance of the account of the Borrower is not enough for the payment of interest, the Lender shall have rights to collect a penalty being [***] of the outstanding amount per day for the Borrowers breach of contract.
ARTICLE 4 OVERDUE INTERESTS AND MISUSING INTERESTS
1. If the Borrower fails to repay the loan and can not reach a agreement with the Lender regarding the extension, the Lender shall collect an overdue penalty for [***] of the overdue amount per day.
2. If the Borrower fails to uses the loan in accordance with the provisions set forth in this contract, the Lender shall have right to charge a interests for the misusing part at a rate of [***] per day.
ARTICLE 5 ACCOUNT
The Borrower shall open Reiminbi basic account and/or foreign currency account at the Lender or Lenders branch for the use of draw-down, repayment,payment of interests and fees.
ARTICLE 6 DRAW-DOWN
1. The loan under this contract is revolving, the balance of this contract shall not more than the line of credit.
2. The Borrower shall send a draw-down application as the form herein attached in this contract 7 days before the date of draw-down.
3. The Borrower shall not draw the loan less than 1 million.
ARTICLE 7 CONDITIONS FOR DRAW-DOWN
The following conditions shall be satisfied in advance of the draw-down date:
1. The Borrower has opened foreign account and Reiminbi account at the office of the
Lender or the branch of the Lender;
2. This contract and the appendices have been effective;
3. The Borrower has provided the recognition of the investment or certificate of the investment to the Lender;
4. The Borrower has provided the board resolution and power of attorney regarding this loan contract;
5. The Borrower has provided the list and the signature sample of the authorized person who empower to sign this contract and documents;
6. The Guaranty under this contract has been effective;
7. The Borrower has been satisfied the warrants under Article 11 of this contract;
8. The other requirement for the draw-down have been satisfied.
ARTICLE 8 REPAYMENT PLAN AND PREPAYMENT
1. The Borrower shall repay the loan in accordance with the status of its cash. The Borrower shall inform the Lender the payment amount and date [***] prior to make the payment. The Borrower shall be obliged to repay the principal and related interests on due date without any condition.
2. The payment made by the Borrower and the deduction from the account of the Borrower shall be used for repaying the interest at first and then for repaying the principal.
3. In the event the Borrower fails to repay the loan, the Lender shall have rights to deduct the debt from the bank account of the Borrower at the Lender or empower the branches of the Lender to deduct the debt from the bank account of the Borrower at the Lenders branches;
4. The installment of repayment shall not less than 1 million.
ARTICLE 9 DEBT CERTIFICATE
The Lender shall keep record in the Lenders account for the principal,interests and fees and other fees of the Borrower under this contract; The above mentioned record and the documentation for the draw-down, repayment and payment of interest is the certificates of the debts between the Borrower and the Lender.
ARTICLE 10 GUARANTY
1. （the "Guarantor"）shall be the guarantor for the loan under this contract and take jointly liabilities.
2. During the term of this contract, if the guarantors financial status become deteriorated or the liabilities for repayment of debts become weak, the Lender shall have right to request the Borrower changes guarantor or provide mortgage and pawn secured for this loan under this contract.
ARTICLE 11 REPRESENTATIONS AND WARRANTIES
I. The Borrowers represents and warrants as follows:
1. The Borrower is a company duly organized and validly existing under the law of the Peoples Republic of China and has the power and authority to own its property to consummate the transactions contemplated in this contract and join the litigation. The Borrower has the power to handle it assets used in operation.
2. The Borrower is at its option to sign and perform this contract.It is the Borrowers true meaning and has the power to sign this contract and it is not breach it article of association or regulations or contracts. The procedure for signature and performance of this contract has been gone through and fully effectiveness.
3. The all documents, materials, reports and certificates provided to the Lender by the borrower for consummation of this contract is true, real, compete and effective
4. The Borrower shall not conceal the following events which is being happened or have been happened which will cause the Lender refuse to extend the loan:
（1）The Borrower or the principal executives of the Borrower involve in material events which breach regulations, laws or compensation to others;
（2）Pending actions and arbitration;
（3）The Borrowers debts or proposed debts or liens and other encumbrances;
（4）The other matters will impact the financial status or abilities of repayment for the debts;
（5）The Borrower breached contract which is between the Borrower and other creditors.
II. The Borrower hereby warrants as follows:
1. Using the capital of the loan as usage set forth in this contract, the Borrower will not use the loan as Equity investment; The Borrower will not use the capital of the loan invest in security, future, real estate etc. The Borrower will not lend to the others privately or involving other maters which is prohibited by the country. The Borrower will not misusing or appropriation of the loan.
2. Making payment and related expenses in accordance with the provisions set forth in this contract;
3. Providing updated financial statement or financial bulletin every quarter; Providing the audited financial report at the first quart of each year; Providing operation report, financial report or other files and materials and shall warrant the reality, correct and effectiveness for the files and materials;
4. Any anti-guaranty or other similar documents will not make any impact on the rights and benefits of the Lenders;
5. Accepting the supervision of the Lender, provides assistance and cooperation for the Lenders supervisions;
6. Will not reduce the registration capital; Prior approval from the lender shall be required when the Borrower changes of shareholders and operation manner（including but not limited to joint venture, cooperation, jointly cooperation; dissolution, closedown, liquidation, transformation; merger; change to share company, use the housing, machinery or other real assets or trademark, intellectual property, Knowhow, landing using rights or other intangible assets to invest in share company or investment company, trading of operation right or own right by contracting, joint operation, trusteeship）
7. The Borrower shall inform the Lender and warrants the liability under its security will not more than net assets of the Borrower when the Borrower guarantee for other party or mortgage its assets. The Borrower warrants that will not dispose the assets which will make adverse impact on its ability of paying debts.
8. The Borrower will not pay the other similar loans prior to the Lender;
9. The Borrower warrants to inform the Lender immediately when the following events occurred:
（1）The event of breach of contract under this contract or other loan or guaranty contracts between the Borrower and any branches of Bank of China or other banks, non-bank financial organization;
（2）The Borrower changes shareholders or revise the article of association;
（3）The Borrower suffer difficulties and bad result in financial and operation;
（4）The Borrower involves in material actions or arbitration;
10. The Borrower shall keep sufficient balance for repayment prior [***] to the due date.
11. The Borrower shall keep its bank transactions regarding income collection, sell foreign currency or buy foreign currency ect. Shall be conducted at the Lender or other branches of the Lender. The turn-over for the capital shall satisfy the demand of the Lender;
III. The Borrowers representations and warrants hereunder this contract shall be effective even though any mendment, supplements or revised to be made to this contract.
ARTICLE 12 REPRESENTATIONS AND WARRANTS OF THE LENDER
I. The Lender represents and warrants as follows:
1. The Lender is a state-owned commercial bank or branch duly organized and validly existing under the law of P.R.C and approved by the Industry and Commercial Administration and holds the financial institutions legal person licenses and financial institutions operation license to be qualified to operate financial business.
2. The Lender has taken all necessary action to authorize the execution of this contract and performance of its obligations under this contract. The Lender is duly authorized to extend this loan.
II. The Lender warrants as follows:
1. The Lender shall extend the loan in accordance with the provisions set forth in this Contract.
2. Collect interests in accordance with the regulations of the Peoples Bank.
ARTICLE 13 EVENTS OF BREACH CONTRACT AND SETTLEMENT:
I. Settlement of the Borrower breach of contract
1. Event of breach of contract:
（1）The Borrower fails to use the loan in accordance with the agreed usage of the Loan;
（2）The Borrower fails to repay the due principal and pay the interests, expenses or other payable in accordance with the agreed term of this contract;
（3）The Borrower breaches the representation and warrants set forth in Article 11.
（4）The Borrower breaches other loan agreements or guaranty agreements or the Guarantor breach the guaranty agreement which may make impact the Borrower to perform the obligations under this contract.
（5）Conclusive evidence to show that the Borrower lose the capacity of credit or during performance of the obligation under this contract, the financial conditions of the Guarantor are seriously deteriorating or other reasons caused the Guarantor the capacity of credit decline.
（6）The Borrower breaches the other obligations under this contract.
2. Under the above circumstances, the Lender shall have right to:
（1）Request the Borrower to rectify within the period designed by the Lender;
（2）Cease in extending the loan or cancel the credit;
（3）Declare the loan under this contract is due and the Lender shall have right to deduct the outstanding amount from the account of the Borrower. The Borrower shall not appeal against the Lender.
（4）Declare the loan is due under other loan agreements between the Lender and the Borrower, request the Borrower to repay the loan principals, interests, and other expenses.
II. The settlement for the Lender breach of the contract
1. The Lender fails to extend the loan as agreed in this contract without any reasons;
2. The Lender breaches the agreed interest rate and collection add interests or other fees;
3. The Lender breaches the provisions set forth in Article 12;
4. Under the above circumstances, the Borrower shall have right to:
（1）Request the Lender to rectify;
（2）Repay the loan ahead of time and refuse to pay any compensation for prepayment.
ARTICLE 14 DEDUCTION
The Borrower shall pay in full for the payment without any counteraction or any condition.
ARTICLE 15 ASSIGNMENT OF THE DEBT AND CREDIT
1. The Borrower shall not assign its right and liability under this contract to other third party without any written approval of the Lender;
2. In the event the Borrower assign its right and liability under this contract to other third party under the written consent of the Lender, the third party shall abide this contract without any condition.
ARTICLE 16 PERFORMANCE OF OBLIGATION AND WAIVER OF RIGHTS
1. The Borrower is independent contractor under this contract, it will not impact by any other relations between the Borrower with other party except the other provisions set forth in this contract.
2. The Lender give any extension, toleration, favor to the Borrower or permit the Borrower to delay of performance any obligation under this contract shall not impair any rights of the Lender in accordance with this contract and laws, regulation, it shall be deemed to have waived its rights under this contract and the obligation shall be performed by the Borrower under this contract.
ARTICLE 17 AMENDMENT, SUPPLEMENT AND INTERPRETATION OF THE CONTRACT
1. This contract could be amended and supplemented upon the written agreements conclude by the parties. Any a amendment and supplement shall be integral party of this contract.
2. In the event change of laws, regulations or legal practice which will cause any terms contained in this Contract become illegal, invalid or loss of practice, the other part of this contract shall not be impaired by it. The both parties shall make efforts to change the illegal, invalid or loss of practice part.
3. For the matters not referred in this contract shall be construed in accordance with the provisions of the Peoples Bank of China.
ARTICLE 18 DISPUTE RESOLUTION, GOVERNING LAW AND WAIVER OF EXEMPTION
1. The conclusion, interpretation and dispute resolution shall be subject to the Laws of the Peoples Republic of Chin. The disputes arising from the execution of this contract shall be settled through friendly consultation by both parties. In case no settlement can be reached, the disputes shall be submitted to the Peoples Court of the location of the Lender for judgment.
2. The Borrower shall not reject any obligation during the settlement of disputes.
3. The execution and performance of this contract and the related transaction is civil behavior. The Borrower shall not appeal to take action to exempt from the obligation under this contract.
（if both parties agree to apply arbitration, the above term shall be:）
1. The conclusion, interpretation and dispute resolution shall be subject to the Laws of the Peoples Republic of Chin. The dispute arising from the execution of this contract shall be settled through friendly consultation by both parties. In case no settlement can be reached, the disputes shall be submitted to China International Economic and trade arbitration commission for arbitration.
2. The arbitration shall be conducted in accordance with the Arbitration Law of Peoples Republic of China and Provisional Rules of Procedure of China international economic and trade arbitration commission.
3. During the Arbitration, this contract shall be effective and the Borrower shall not disclaim the any obligations under this contract.
4. The execution and performance of this contract and the related transaction is civil behavior. The Borrower shall not appeal to take action to exempt from the obligation under this contract.
ARTICLE 19 OTHER MATTER AGREED BY THE PARTIES.
ARTICLE 20 APPENDICES
The following appendices shall be integral part of this contract:
1. Draw-down application
2.
ARTICLE 21 NOTICE
1. Any notice, payment notice or telecommunications shall be forwarded to the following address:
To: The Borrower:
Address:
Post Code:
Fax:
To: The Lender:
Address:
Post Code:
Fax:
2. If any change of address shall inform the other party immediately.
3. Any notice, payment request or communication shall be forwarded to the above address. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:
（1）If given in letter it shall be deemed effectively given on the fifth day after the date mailed by registered airmail, postage prepaid;
（2）If given by telex it shall be deemed effectively given on the date the other party returned the information;
（3）If given by facsimile it shall be deemed effectively given on the first date of transmission;
（4）If given by personal delivery it shall be deemed effectively given on the date of personal delivery;
This contract become effective after signed by the authorized representatives of both parties until the loan and the interests and other related expenses be cleared up.
This contract is executed in _____ original and be equally authentic.Each of the Borrower, the Lender shall hold ____ copy.
Borrower:
Lender:
Date:
GENERAL POWER OF ATTORNEY
一般授权委托书
I,＿＿（1）＿＿,of＿＿（2）＿＿,hereby appoint＿＿（3）＿＿,of＿＿（4）＿＿,as my attorney in fact to act in my capacity to do every act that I may legally do through an attorney in fact. This power shall be in full force and effect on the date below written and shall remain in full force and effect until＿＿（5）＿＿or unless specifically extended or rescinded earlier by either party.
我，＿＿（姓名），＿＿（地址等），在此指定＿＿（姓名），＿＿（地址或律师事务所名称等），为我的律师，以我的身份履行一切实践中我通过律师所能从事的合法行为。本权利在以下载明日期全权生效并一直持续到＿＿或持续到双方当事人规定的延展期或提前撤销期。
Dated＿＿（6）＿＿,20＿（7）＿. ＿＿（8）＿＿
STATE OF＿＿（9）＿＿（签名处）
COUNTY OF＿＿（10）＿＿
日期：＿＿
地址：＿＿
州名和县名：＿＿
PROXY委托书
BE IT DNOWN, that I,＿＿（1）＿＿,the undersigned Shareholder of＿＿（2）＿＿,a＿＿（3）＿＿corporation, hereby constitute and appoint＿＿（4）＿＿as my true and lawful attorney and agent for me and in my name, place and stead, to vote as my proxy at the Meeting of the Shareholders of the said corporation, to be held on＿＿（5）＿＿or any adjournment thereof, for the transaction of any business which may legally come before the meeting, and for me and in my name, to act as fully as I could do if personally present; and I herewith revoke any other proxy heretofore given.
兹有我，＿＿（姓名），为＿＿（公司名称及性质）的以下署名股东，在此任命和指定＿＿（姓名）为我的事实和合法授权代理人，为我和以我的名义、职位和身份，在上述公司于＿＿（日期）召开的或就此延期召开的股东大会上作为我的代理人对与会前合法提交大会讨论的任何事项进行表决，且为我和以我的名义，在大会上全权履行我的职责；在此我撤销此前所作的任何其他授权委托。
WITNESS my hand and seal this＿＿（6）＿＿day of＿＿（7）＿＿,20＿＿（8）＿＿.
于20＿＿年＿＿月＿＿日签字盖章，特此为证。
EMPLOYEE NON-DISCLOSURE AGREEMENT
员工保密协议
FOR GOOD CONSIDERATION, and in consideration of being employed by ________ （Company）, the undersigned employee hereby agrees and acknowledges：
1. That during the course of my employ there may be disclosed to me certain trade secrets of the Company；said trade secrets consisting but not necessarily limited to：a）Technical information：Methods, processes, formulae, compositions, systems,
techniques, inventions, machines, computer programs and research projects.
b）Business information：Customer lists, pricing data, sources of supply, financial data and marketing, production, or merchandising systems or plans.
2. I agree that I shall not during, or at any time after the termination of my employment with the Company, use for myself or others, or disclose or divulge to others including future employees, any trade secrets, confidential information, or any other proprietary data of the Company in violation of this agreement.
3. That upon the termination of my employment from the Company：
a）I shall return to the Company all documents and property of the Company, including but not necessarily limited to：drawings, blueprints, reports, manuals, correspondence, customer lists, computer programs, and all other materials and all copies thereof relating in any way to the Company's business, or in any way obtained by me during the course of employ. I further agree that I shall not retain copies, notes or abstracts of the foregoing.
b）The Company may notify any future or prospective employer or third party of the existence of this agreement, and shall be entitled to full injunctive relief for any breach.
c）This agreement shall be binding upon me and my personal representatives and successors in interest, and shall inure to the benefit of the Company, its successors and assigns.
Signed this _____ day of ____________________, 19____.
财产保险合同格式英文版
PROPERTY INSURANCE CLAUSES
I. THE PROPERTY INSURED
The property insured shall refer to all properties and expenses specified in the Schedule of this Policy.
Unless specifically agreed upon in writing between the Insured and the Company and appraised and value-established by professionals or assessors, the following articles and the expenses relevant thereto shall not be covered under this Policy：
1. Gold, silver, pearls, diamonds, precious stones and jades；
2. Antiques, articles of virtue, ancient coins, ancient books and ancient paintings；
3. Works of art or postage stamps；
4. Advertisements, aerials, neon, pieces of solar energy apparatus etc. on buildings；
5. Computer system records or its making and copying costs.
Under no circumstances shall the following articles relevant thereto be covered hereunder：
1. Guns, ammunition or explosives；
2. Banknotes, securities, bills, documents, files, account books or drawings；
3. Animals, plants and agricultural crops；
4. Mobile phones, portable computers, removable photograph apparatus or other precious articles；
5. Vehicles licensed for general transport use.
II. SCOPE OF COVER
The Company shall indemnify the Insured in respect of the physical loss of or damage to the insured property stated in the Schedule during the period of insurance directly arising from the following perils：
1. Fire；
2. Explosion；
but not including explosion of a boiler or other pressure relief devices；
3. Lightning；
4. Hurricane, typhoon and tornado；
5. Storm, tempest and flood；
but not including loss or damage caused by change in normal water level or inundation from sea water or water escape or leakage from the normal confines of any natural water course, lake or reservoir, canal or dam as well as loss of or damage to the insured property caused by storm, tempest or flood while being stored in the open or covered by or under a shed thatched with reeds, tarpaulins, straw, asphalt felt, plastic or nylon sheet；
6. Hailstorm；
7. Landslide, rockslide, avalanche；
8. Volcanic explosion；
9. Subsidence of ground；
but not including loss or damage resulting from pile driving, groundwork or excavation；
10. Crashing aircraft and parts or articles falling from aircraft and other flying objects；
11. Bursting of water tank or pipe；
but not including bursting of water tank or pipe due to rust.
III. EXCLUSIONS
This Company shall not be liable for：
1. Loss of or damage to the insured property or expenses caused by intentional act or gross negligence of the Insured or his representative；
2. Loss of or damage to the insured property caused and expenses incurred by earthquake or tsunami；
3. Depreciation, loss of market, loss of use and other consequential losses of any description；
4. Loss of or damage to the insured property or expenses incurred arising from war, warlike operation, hostilities, armed conflicts, terrorism, conspiracy insurrection, coup d`etat, strike, riot, and civil commotion；
5. Confiscation, requisition, destruction or damage by any action or order of any government de jure or de facto or by any public authorities；
6. Loss of or damage to insured property directly or indirectly caused or expenses incurred by nuclear fission, nuclear fusion,nuclear weapon, nuclear material, nuclear radiation and radioactive contamination；
7. Loss or damage caused and expenses incurred by pollution of any kind or description whatsoever such as atmosphere, land and water pollutions but this does not include loss or damage caused by pollution arising from PERILS specified in Article II the Policy；
8. The deductibles stated in the Schedule to be borne by the Insured；
9. Loss or damage arising from any other perils not listed in Article II of this Policy.
IV. TREATMENT OF CLAIM
1. The Company shall at its option, indemnify the Insured in respect of loss or damage falling within the Scope of Cover of the Policy by either：
1.1 paying the amount of the actual value of the property lost or damaged or；
1.2 paying the necessary cost of repairing or restoring the damaged property to its nearest condition immediately preceding the damage or；
1.3 repairing or restoring the damaged property to a condition near to other property of like
kind and quality.
2. Indemnity under this Policy shall be based upon the sound market value of the property prevailing at the time of loss. If the sound market value of the damaged property is lower than the sum insured of such property, the claim shall be settled on its market value；If the sound market value of the property is in excess of the sum insured, the Company shall only be liable for such proportion of the claim as the sum insured of the damaged property bears to its sound market value. If the insured property enumerated in the Schedule is more than one item, the provision of this clause shall apply to each thereof.
3. If a claim for loss of or damage to the insured item is settled on a total loss basis, the salvage value of such item shall be deducted from the indemnity payable by the Company. The Company may, at its option, decline the abandonment of any damaged property by the Insured.
4. In the event of loss of or damage to any equipment item insured forming part of a pair or set, the Company shall not be liable in respect of each of such item lost or damaged for more than its proportionate part of the sum insured on the complete pair or set.
5. In the event of any loss occurrence, the Company shall also pay the Insured for the expenses reasonably incurred for taking necessary measures to minimize loss or damage to the least extent, but in no case shall such expenses referred hereto exceed the sum insured of the insured property.
6. Upon settlement of a claim, an endorsement shall be issued by the Company to reduce the sum insured corresponding to the property lost or damaged by the amount so settled from the date of loss, and no premium shall be refunded for the amount so reduced. If reinstatement of the sum insured is required by the Insured upon settlement of the claim, an additional premium for the reinstated amount shall be charged at an agreed rate, and be calculated on pro rata daily basis from the date of loss to the expiry of the insurance.
7. The time of validity of a claim under this insurance shall not exceed a period of two year counting from the date of loss.
V. INSURED`S OBLIGATIONS
The following Obligations shall be strictly fulfilled by the Insured and his representative：
1. The Insured and his representative, when applying for insurance shall make true answers or descriptions to the questions in the Proposal and Questionnaire or to any other questions raised by the Company.
2. The Insured and his representative shall pay to the Company in due course the agreed premium in the manner as provided in the Schedule and Endorsements.
3. During the period of this insurance, the Insured shall at his own expense take all reasonable precautions, including paying sufficient attention to and putting into practice the reasonable recommendations of the Company, prudently selecting the workmen and employees and complying with all statutory regulations and safety operation procedures.
4. In the event of any occurrence which gives or might give rise to a claim under this Policy, the Insured or his representative shall：
4.1 notify the Company immediately and within seven （7）days or any further period as may be agreed by the Company in writing, furnish a written report to indicate the course, probable reason and extent of loss or damage；
4.2 take all necessary measures to avoid aggravation of the loss or damage and minimize it to the least extent；
4.3 preserve the spot affected and defective parts before an inspection is carried out by a representative or surveyor from the Company；
4.4 furnish all such information and documentary evidence as the Company may require for supporting the claim.
VI. GENERAL CONDITIONS
1. Policy Effect
The due observance and fulfilment of the terms and conditions of this Policy in so far as they relate to anything to be done or complied with by the Insured shall be a condition precedent to any liability of the Company under this Policy.
2. Policy Voidance
This Policy shall be voidable in the event of misrepresentation, misdescription or non-disclosure made by the Insured or his representative in any material particular in respect of this insurance.
3. Policy Termination
Unless its continuance be admitted by the Company in writing, this Policy shall be automatically terminated if：
3.1 the insurable interest of the Insured is lost；
3.2 the risk of loss or damage is increased.
After termination of the Policy, the premium shall be refunded to the Insured calculated on pro rata daily basis for the period from the date of termination to the date of expiry.
4. Policy Cancellation
This Policy may be canceled at any time at the request of the Insured in writing or at the option of the Company by giving a fifteen（15）days prior notice to the Insured. In the former case the Company shall retain a premium calculated on short term rate basis for the time the Policy has been in force while in the latter case such premium shall be calculated on pro rata daily basis.
5. Forfeit of Benefit
If the claim is in any respect fraudulent, or if any fraudulent means or devices are used by the Insured or his representative to obtain any benefit under this Policy or if any loss or damage is occasioned by the intentional act or in the connivance of the Insured or his representative, then in any of these cases, all the rights and benefits of the Insured under this Policy shall be forfeited, and all consequent losses arising therefrom including the amount of claim paid by the Company shall be indemnified by the Insured.
6. Reasonable Inspection
The representative of the Company shall at any suitable time be entitled to attend the site and inspect or examine the risk explosure of the property insured. For this purpose, the Insured shall provide full assistance and all details and information required by the Company as may be necessary for the assessment of the risk. The above mentioned inspection or examination shall in no circumstances be held as any admission to the Insured by the Company.
7. Double Insurance
Should any loss, damage, expenses or liability recoverable under the Policy be also covered by any other insurance, the Company shall only be liable to pay or contribute his proportion of the claim irrespective as to whether the other insurance is arranged by the Insured or others on his behalf, or whether any indemnification is obtainable under such other insurance.
8. Subrogation
Where a third party shall be held responsible for the loss or damage covered under this Policy, the Insured shall, whether being indemnified by the Company or not, take all necessary measures to enforce or reserve the right of recovery against such third party, and upon being indemnified by the Company, subrogate to the Company all the right of recovery,transfer all necessary documents to and assist the Company in pursuing recovery from the responsible party.
9. Dispute
All disputes under this insurance arising between the Insured and the Company shall be settled through friendly negotiations. Where the two parties fail to reach an agreement after negotiations, such dispute shall be submitted to arbitration or to court for legal actions. Unless otherwise agreed, such arbitration or legal action shall be carried out in the place where the defendant is domiciled.
VII. SPECIAL PROVISIONS
The following provisions shall be applied to all parts of this Policy and shall override the other terms and conditions of this Policy if any conflict arises.
PROPERTY INSURANCE POLICY
Policy No.：
WHEREAS THE INSURED named in the Schedule hereto has made to the ______ Insurance Company （hereinafter called "the Company"）a written Proposal which together with any other statements made by the insured for the purpose of this Policy is deemed to be incorporated herein and has paid to the Company the premium stated in the Schedule.
NOW THIS POLICY OF INSURANCE WITNESSES that subject to the terms and conditions contained herein or endorsed hereon the Company shall indemnify the insured for the loss or damage sustained during the period of insurance stated in the Schedule in the manner and to the extent hereinafter provided.
By the ________Insurance Company
_________________________ Authorised Signature
Date of Issue：
Place of Issue：
SCHEDULE
Policy No.：
1. Name and Address of the Insured
1.1 The Insured：
1.2 Address：
2. Location of the Property Insured：
3. Nature of Trade：
4. Insured Items and Sums Insured：
Insured Items Sums Insured
4.1 Property Insured
4.1.1 Building（s）（including decoration）：
4.1.2 Machinery and Equipment：
4.1.3 Furniture and Fixture：
（including office equipment and supplies）
4.1.4 Stock：
4.1.5 Others：
4.2 Additional Expenses：
4.2.1 Removal of Debris fees：
4.2.2 Fire Extinguishing Expenses：
4.2.3 Professional Fees：
4.2.4 Other Expenses：
Total Sum Insured：
5. Deductible （any one accident）：
6. Period of Insurance：___ months.
From 00：00 of _________ to 24：00 hours of ______
7. Premium Rate：
Total Premium：
8. Date of Payment：
9. Jurisdiction：
This Policy is governed by law of the People's Republic of China.
10. Special Provisions：
PROPERTY INSURANCE POLICY`S SCHEDULE
_________ Insurance Company
聘任合同中英对照
为了提高员工英文水平，北京XX公司（下称“公司”）聘请XX先生（下称“教师”）作为英文教师教授口语。经双方友好协商，达成以下聘任协议：
1、合同效力
本合同自双方签字后自动生效。
2、聘任期
六个月
3、课程安排
课程按以下计划安排
3.1 每周两次，每次90分钟。
3.2 每周课程具体时间是：周一____：____
周四____：____
4、双方责任
4.1 教师职责包括：
a）根据参考书系统化，条理化教课。
b）为提高英语听说能力推荐相应的磁带。
4.2 公司提供教室及第5条所规定的工资。
5、薪水
在聘任期内，公司在每月月底支付教师工资，每节课按240元人民币（税后）。
6、结束
合同到期后，无须通知任何一方，将自动终止。如其中任何一方欲延长合同，须在合同期满前2周通知对方。
INVITATION AGREEMENT
In order to improve the English level of the staff of _____ （hereinafter referred to as the “Company" as one part）invite Mr. XX （he reinafter referred to as the ”Teacher" as the other party）to teach oral English courses. On the basis of friendly negotiation, both parties enter into
this invitation agreement：
Article 1 Effectiveness of the Agreement
The Agreement shall come into force automatically as of the signature date of this Agreement.
Article 2 Term of Invitation
Term of invitation shall be ____ .
Article 3 Schedule of Courses
The courses shall be arranged with the following schedule,
3.1 2 courses per week, each course costs 90 minutes.
3.2 For each week, the courses is allocated to
Monday ___：___
Thursday ___：___
Article 4 Duties of the Two Parties
4.1 The Teacher shall perform in a diligent manner, including：
a. Formulate and provide a systematically teaching courses with reference books；
b. Recommend tapes if they are conducive to improve listening and speaking English.
4.2 The Company shall provide teaching room and pay salary to the Teacher in accordance with Article
5.
Article 5 Salary
During the term of invitation, the Company shall pay the Teacher an after tax salary at RMB _____ per course at the end of each teaching month （each 4 courses over）.
Article 6 Termination
This Agreement shall automatically terminate, without notice by either party to the other, when it expires. If one party wishes to extend this Agreement, he shall notify the other party two weeks before the termination day of this Agreement.
补偿贸易合同中英对照
COMPENSATION TRADE CONTRACT
Contract No.：__________
Date of Signing：_________
Place of Signing：_______
The two Parties：
Party A：________________________________
Address：________________________________
Tel：_________________ Fax：_______________
E-mail：_________________________________
Party B：________________________________
Address：_______________________________
Tel：_________________ Fax：________________
E-mail：_________________________________
WITNESSETH
Whereas Party B has machines and equipment, which are now used in Party B's manufacturing of _______, and is willing to sell to Party A the machines and equipment；and Whereas Party B agrees to buy the products, _______, made by Party A using the machines
and equipment Party B supplies, in compensation for the price of the machines and equipment, and
Whereas Party A agrees to purchase from Party B the machines and equipment, and
Whereas Party A agrees to sell to Party B the products, _______, in compensation of the price of Party B's machines and equipment；now therefore, in consideration of the premises and covenants described hereinafter, Party A and Party B agree a follows：
Article 1 Transaction
1. Party B agrees to provide Party A with _________ machines to be used in production, their auxiliary machinery, accessories and spare parts and a variety of measuring and testing instruments required in the process of production. The details of the models, names, specifications, quantity, prices, packing, delivery, etc. thereof shall be specified in an additional equipment-import agreement to be concluded by and between both parties that shall serve as a component part hereof.
2. The total value of the machines, auxiliary equipment, etc. supplied by part B shall be paid off by Party A with part of the manufactures made therewith and/or other goods, or with _____ （designate name）products made in _____ （Name of the plant）if both parties agree. The specific name（s）, quantity, price, delivery, etc. of the goods granted as the make-up payment shall be decided in an additional compensation goods-supply agreement made by the parties which shall serve as a component part hereof. The equipment-import agreement and compensation-goods-supply agreement aforesaid may be merged as one called sales agreement on compensation trade.
Article 2 Payment
Both parties agree to open letters of credit in favor of each other, i.e. Party A will open, at regular intervals, long term letters of credit in favor of Party B to pay by installments the total cost of the machines and auxiliary equipment provided by Party B；whereas Party B will open sight letters of credit in favor of Party A to pay the products to be delivered by Party A. Party A shall pay for the total cost of the machines and auxiliary equipment with the money remitted by Party B as reimbursement for the products to be delivered by Party A. In case the sum to be paid by Party B fails to cover the value of the long-term letters of credit opened by Party A, the difference shall be made up by Party B by paying that much to Party A in advance, before the long-term letters of credit are due, to enable Party A to reimburse on time the long-term letters of credit it opens. The payment of the long-term letters of credit opened by Party A is based on Party B's opening a sight letter of credit under the provisions and on its paying the advance required herein. Henceforth, Party B warrants, guarantees and covenants that it will open the letters of credit and pay the advance as provided herein.
Article 3 Reimbursement
Party A shall reimburse Party B for all the machines and auxiliary equipment supplied by Party B by delivering goods to Party B on a monthly basis and the reimbursement will last for___ year（s）and ____months（s）. The reimbursement shall start approximately ____month（s）after the first delivery of the machines and, in principle, the money to be reimbursed per month shall be ______percent of the total amount due for the machines. With a ______month（s）notice to Party B, Party A may reimburse Party B in advance.
Within the reimbursement period, Party B shall, under the provisions of the additional sales agreement aforesaid, open sight, irrevocable, divisible and assignable letters of credit, covering
the full amount, in favor of Party A.
Article 4 Standard Money and Price Standard
The standard money for this transaction is _____ （Name of currency）. All the machinery, auxiliary equipment and measuring and testing instruments, etc. provided by Party B shall be valued with _____ （Name of currency）, while the goods provided by Party A to Party B as reimbursement shall be valued with the basis price （Name of currency）of the same goods exported by Party A at the time when this agreement is entered into, and the total price （Name of currency）shall be changed into that of （Name of currency）in accordance with the exchange rate then.
Article 5 Interests
Party A shall pay the interest on its long-term letters of credit and the interest on the cash in advance rendered by Party B. The annual interest rate is agreed upon at_____%.
Article 6 Technical Service
The machinery, after arrival at its destination, shall be installed by Party A, Party B shall dispatch its technicians to render spot instructions and other necessary technical assistance during the installation of the main machines, as may be requested by Party A in case of necessity, Party B shall be liable for the losses resulted in such a course of installation from technical default on its part.
In order to complete such work, after negotiation by both parties, Party B shall designate _____ technical personnel, whose expenses incurred in China shall all be borne by Party B.
Article 7 Additional Equipment
During the enforcement of this agreement, if it is found necessary that, in addition to the machinery and equipment listed herein, some new accessories or measuring and testing instruments are needed for completion of the project, （an）additional order（s）may be made through negotiation by the parties. The new items thus added shall be incorporated in agreement.
Article 8 Insurance
The machinery and auxiliary equipment, after shipment, shall be insured by Party B. The title thereof shall be transferred into Party B after full payment therefore is made by Party B, thereafter, the unforeseeable losses concerning the machinery and auxiliary equipment shall be indemnified for first by the Insurance Company to Party B, then Party B shall remit for Party A, in proportion, the sum already paid by Party A for the machinery or equipment involved in the contingency shall be refunded.
Article 9 Liability for Breach of Agreement
Party B shall, if it fails to comply with this agreement to make purchase of the goods delivered by Party A as reimbursement, or Party A shall, if it fails to comply with this agreement to deliver the goods it is due to provide, be deemed liable for a breach of agreement and shall compensate the non-breaching Party for the loss caused thereupon and shall pay the non-breaching Party a fine accounting for _____ % of the total value of the goods in question.
Article 10 Performance Guarantee
To guarantee the implementation of this agreement, each party shall submit to the other party a letter of guarantee issued by its bank respectively. The guaranteeing bank of Party A is ______ Bank, ______, while the guaranteeing bank of Party B is ______Bank, ______.
Article 11 Amendment