英文合同草拟技巧.doc

Expect otherwise provided for this local agreement, the parties agreed to be bound by all terms and conditions of the master agreement entered into between x and y on as if it were incorporated herein.If there is any conflict between this local agreement and the master agreement, this local agreement shall prevail. This purchase order shall be subject to the terms and conditions of the seller as amended from time to time.Except for the articles x y and z, this LoI shall have no legal bounding force upon the parties.序言常用词This contract is made on the xx day of xx, 2023 at xx by and between the following parties: X co., a limited liability company incorporated under the laws of the PRC, with its registered address at xx hereinafter referred to as party a, and Y co., Party A and Party B are hereinafter referred to as a Party individually and as Parties collectively. 假如是多方This Agreement (hereinafter referred to as “Agreement”) is made and entered into in xxplace as of the date by and between: Xx company, established and existing under the law of , having its headquarters domiciled in Beijing, the PRC hereinafter referred to as Party A as one party, Xx Party A, Party B and Party C may be referred to as a Party individually and Parties collectively.This agreement shall take effect on the date of This agreement shall be effective retroactively to the November 12th, 2023 and shall continue in full force and effect until earlier termination in accordance with section 7 termination. RecitalWhereas party a and party b signed a memorandum of understanding dated xx agreeing to start friendly discussion on establishing a joint venture to jointly develop the project. Whereas party a and party b reached initial agreement on establishing a joint venture to jointly develop the project and signed the joint venture heads of agreement on june 1Whereas party a and party b have agreed to establish a joint venture according to terms and conditions of this joint venture contract to jointly develop the project.NOW THEREFORE, it is agreed by both parties as follows Both parties agree as followIn consideration of the mutual promises and undertakings contained in this agreement, the parties agree as follows.DefinitionIn this agreement, where the context admits, the following expressions shall have the following meanings The following expressions shall have the following meanings unless otherwise expressly required.The following words and terms used in the agreement shall have, unless otherwise specified herein, the following meaningsThe following words and expressions shall have the meaning stated in this contract, except where the context requires otherwiseUnless the context otherwise requires, the following words and or expressions shall have the following meanings.Unless the context requires otherwise, the words appearing in this agreement in full capital means the following:支付条款Buyer shall pay the contract price to party b within 60 days after the receipt of party b.EPCThe definitions set forth in Article 1 of the EPC (Engineering, Procurement and Construction) Contract are equally applicable to this Design agreement and shall have the same meanings ascribed to them in the EPC contract unless otherwise defined in this design agreement.关联公司Affiliate means a company which, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with a party or a subcontractor of a party. For this purpose control means the direct or indirect ownership of in aggregate fifty percent or more of voting capital.HeadingAll Headings and titles used in this agreement are for convenience only. They are not to be used in the interpretation or construction of this agreement.No heading, index, title, sub-title, or sub-heading of this agreement shall limit, alter or affect the meaning or operation of this agreement. 效力In the event of ambiguity or conflict between any of the documents in the purchase order, they shall be given precedence in the following orderThe Parts, Schedules, Appendices and any other documents referred to in this purchase order shall be taken, read and construed as an essential and integral part of this agreement.In the event of any inconsistency between the terms of the main body of this agreement and the schedules to this agreement the terms of the main body of this agreement shall take precedence.Representation and warrantyParty A represents and warrants that1 it is duly incorporated with limited liability and validly exists under the laws of xx2 it has corporate power and has taken all necessary corporate and other action to enter into and complete this agreement.Each Party hereby represents and warrants that This agreement has been duly executed and delivered on its behalf and constitutes its legal, valid, binding and enforceable obligation, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditor rights. There are no existing arrangements or agreements with third parties, the terms of which prevent the Parties from entering into this agreement or which would impede the performance of its obligations under the agreement.Party b represents and warrants that it has full power and authority to enter into, perform and comply with its obligations under this agreement; this agreement has been duly executed and delivered by Party B and, subject to the approval by the government authorities constitutes legal, valid, binding and enforceable obligations of party a in accordance with this terms.Each party represents and warrants thatIt is duly organized and registered and in good standing in the US, has power and authority to enter into and perform this agreement and any other agreement and documents executed or delivered by it in connection herewithIts execution, delivery and performance of the documents have been duly authorized by all necessary action.Law firms representation and warrantyPrior to entering into this contract, the law firm has made due and diligent enquiry of its affiliates, as at the date of the first above written, no situation exists where law firm or its affiliates are providing services to entities who have an interest in the transaction which is the subject matter of the services and whose interests may conflict with those of the client or any of its affiliate in respect of the services The consultant has undertaken a due diligence investigation of conflicts of interest immediately prior to the date of this agreement and will do so periodically thereafter. The consultant will immediately inform client if it becomes aware of a conflict situation pertaining to the services and the consultants engagement.股权转让协议PARTY A hereby represents and warrants that: 1 PARTY B is a duly established limited liability Chinese-foreign equity joint venture company existing under the laws of PRC as a legal person and having a term of operation of 15 years commencing on 5th, October 2023, its principal business scope allowed in the business license is the manufacture of oil, transportation and storage of oil, sales of oil and it has the corporate power to conduct its business as presently conducted and to own and hold the assets used in connection therewith. Party Bs total investment amount is tow billion US Dollar and its registered capital is fifty million USD.2 PARTY A has duly complied with its obligations under the JOINT VENTURE CONTRACT. The JOINT VENTURE CONTRACT and the Articles were duly executed and delivered by PARTY B and are legally valid, binding and enforceable in accordance with their respective terms; there is no event which would give rise to the early termination of the JOINT VENTURE CONTRACT or the Articles or the term of operation of Party B as stated in its business license and no order or petition has been made or presented, and no resolution has been passed or proposed and no action has been taken to wind up or dissolve Party B.3 The ACCOUNTS give a true and fair view of the financial condition and state of affairs of party b as at the account date and of the results of party b for the financial year of party b ended on the account date, having been prepared in accordance with PRC accounting principles and relevant accounting financial regulations applicable to equity joint ventures in the PRC. 规定转让方就合资公司的这些现实合资公司具体情况的财务报表的真实性予以保证。4 Without limiting the generality of the previous paragraph:A the ACCOUNTS and MANAGEMENT ACCOUNTS either make full provision for or, as appropriate, disclose all liabilities whether actual, contingent or disputed and all capital commitments, whether actual or contingent, of PARTY B as at the ACCOUNTS DATE and as at December 31st respectively.B the rate of depreciation adopted in the ACCOUNTS by Party B from the establishment of Party b to the ACCOUNTS DATE was sufficient for each of the fixed assets of PARTY B to be written down to until by the end of its useful life.C the audited balance sheets and profit and loss accounts of party b from the establishment of party b to the accounts date were prepared under the historical cost convention, complied with the requirements of all relevant laws then in force and with all applicable laws and regulations of and generally accepted accounting principles in the PRC consistently appliedD except as stated in such balance sheets and profit and loss accounts, no changes in the policies of accounting have been made therein from the establishment of party b to the accounts dateE the results shown by the audited profit and loss accounts of party b from the establishement of party b to the accounts date have not been affected by any extraordinary or exceptional item or by any other factor rendering such results for all any of such periods unusually high or low.5 the date by reference to which party bs accounts are made up is, and always has been December 31st.6 all proper and necessary records and books of account have been maintained by Party B, are in its possession and contain accurate information on all matters to be dealt with therein accordance with the relevant laws of the PRC and the PROVISIONS CONCERNING the FINANCIAL and ACCOUNTING SYSTEM for JOINT VENTURES USING CHINESE and FOREIGN INVESTMENT and the relevant provisions of the JOINT VENTURE CONTRACT and the Articles.7 Since the ACCOUNTS DATE there has been no material and adverse change in the financial or trading position or assets or in the prospects of Party B, save as disclosed in the accounts and the management accounts, party b has not had and will not have at completion any indebtedness, except those incurred in the ordinary course of business.8 since the accounts dateA no dividend, return of capital or other distribution of profits, interest, assets, income or otherwise has been declared, paid or made by party b or at any time since the establishment of party b and no payment of any amount has been made by party b to party a or any of its associates at any time since the establishment of party bB the registered capital or total investment amount of party b has not been increased, reduced or otherwise changed, C party b has not carried out or been involved in any transaction expenditure or otherwise has been enterd into by party b which is of a long term or unusual nature or which involved or could involve an obligation of a material nature or magnitude 3 party b has not disposed of , or agreed or dispose of, any business or any material asset having a value in excess of hk 50000009 party b has obtained all necessary approvals, consents and licenses, permissions, authorizations, consents and exceptions required for the establishment of party b and the level of the total investment of party b, the commencement of party b and the level of the total investment of party b, the commencement and the carrying on of its existing business, the building, construction, operation, maintenance, and use of the land and buildings thereon, such licenses, permissions, authorizations, consents and exceptions are in full force and effect and there are no circumstances which indicated that any of such licenses, permissions, authorizations, consents or exceptions may be suspended, cancelled, revoked, or not renewed, in whole or in part.10 party b has conducted its business and corporate affairs in accordance with all applicable PRC laws and regulations, and there is no violation of, or default whit respect to any law, statute, regulation, order, decree or judgment of any court or any government agency of the prc or any jurisdiction which would have a material adverse effect upon the assets or business of party b15 Party B does not A own, use or infringe any legally enforceable patent, trade marks, registered designs, business names, trade names or similar industrial of commercial rights, or B employ or use any know-how which infringe or is likely to infringe any legally enforceable industrial or commercial rights of third parties,16 Party B is not subject to any order or judgment given by any court or governmental agency or authority which has not been satisfied nor is Party B a party to any undertaking or assurance given to any court or governmental agency or authority which is still in force.DurationThe BUYER shall make an advanced payment of twenty million USD to the SELLER within fifteen days after the EFFECTIVE DATE of this PURCHASE and SALES CONTRACT.This agreement shall never take effect provided that party b cannot get the approval from the competent authority within 30 days after the signature of this agreement.The obligations of the Parties under this clause 5 of confidentiality shall survive the expiry or the termination of this agreement for whatever reason.No termination of this agreement or the license granted hereunder shall relieve licensee of any obligation or liability accrued hereunder prior to such termination. 协议终止前产生的义务和责任并不因此而终止。TerminationEither Party may terminate this agreement by giving notice to the other party in accordance with Clause if The other party commits a breach of any of the conditions or any other term of this agreement, the effect of which breach is material, and which is either incapable of remedy, or, if capable of remedy is not remedied within 30 days of service of notice by the party not in breach requiring remedy The other party stops or suspends or threatens to stop suspend payment of all or a material part of its debts or is unable to pay its debts as they fall due The other party ceased or threatens to cease to carry on all or a substantial party of its business, Any step is taken by any person with a view to the admin