商务英语合同格式

1、Format Of Business Contract,谢宇宁 谢巧明 吴云霞 吴霄燕 郑锦雯 魏涟漪 姜啸,Contents,基本格式,A,一、合约的标题,英文合约和中文合约都一样，标题并不是一定要有的，因为当事人间的法律关系是用合约内容的各个条款来判断，标题基本上不会产生任何影响。但为方便辨识的考量，合约撰写人通常都会依照合约性质，在合约首页的最上方给予一个适当的标题，例如 Share Purchase Agreement（股份收购合约）、Joint Venture Agreement（合资合约）、 Loan Agreement（贷款合约）、 Distribution Agreement（

2、经销合约）、 License Agreement（授权合约）等等。,二、合约的序文,英文合约在标题之后，各式各样的条款出现之前，通常会先有一段序文，一般而言不会占去太多的篇幅，目的在很简略地介绍合约规范内容之人、事、时、地、物等背景。详细来说，序文通常又分作以下两个段落：第一部份文字叫做 commencement ，也就是合约的开场白，内容在说明合约当事人姓名或名称、当事人的国籍与住所或主营业所、订约日期等等。 For example:,注意,& by and between 要表示合约是由哪些当事人所订定，英文中通常会说 This Agreement is made by and betwe

3、en，用by来表示合约被谁订定，between来表示谁与谁之间的合意。如果当事人不只两个，也可以用by and among来代替。 & organized and existing 合约开场白里要说明当事人的国籍，在自然人的情况下可以用 a national of 或an individual with the nationality of 来表示，如果是法人组织多半使用organized and existing under the laws of 这样的字眼，其中organized也可以用incorporated来代替。 & registered office registered off

4、ice是指一个公司的注册所在地，它和principal office ，即主营业所并不一定位于同一个地方。举例来说，现在台湾很多本土企业基于税务与方便性的考量，流行在海外几个特定的地方，例如英属维京群岛（British Virgin Islands； 简称BVI）成立所谓的纸上公司（paper company），此时这个公司必须在BVI当地设有一个registered office，但是公司的principal office则可能不在BVI，而位于台湾本土，因为公司一切的业务经营实际上都在台湾进行。,How to write a contract,B,1.Begin with the basi

5、c information.,Write the date at the top of the page, then write the names or company names of both parties in this format: This contract is between _ and _. If there is identifying information you want to include, such as a title or business designation, include it here. If you are contracting on b

6、ehalf of a business, include both the business name and the names of the people who are authorized to contract on behalf of the business. This could include names of the CEO, president or director.,2.Detail the exchange of items.,Clearly describe what services or goods are being exchanged. For examp

7、le, Business A agrees to provide 100 sweaters per month to Business B. Business A will charge $20 dollars per sweater for a total of $2,000 to be paid in full by business B within 30 days of delivery. Use plain language, rather than legalese. If you end up going to court, the judge will adjudicate t

8、he case based on how the contract would be interpreted by the average person. Use concise language. It should explain what one business is offering and promising to deliver and what the other business agrees to pay or do in exchange. State exactly what is being sold. When selling goods or services,

9、describe them in detail. Describe the color, size, make, model, delivery date and any other identifying details.,3.Consider adding a confidentiality clause.,If you dont want the other party to share the information in the contract with others, you can add a confidentiality clause. All businesses hav

10、e some important, confidential information, be it a sales plan, a recipe, or the companys marketing strategy. Companies often insert a confidentiality clause into an employment contract if the employee will deal with sensitive information. This type of clause is not necessary when the other party to

11、 the contract will not be exposed to any secret information. The basic principles of a confidentiality clause are similar to those of non-disclosure agreements.,4.Add dispute resolution terms.,The contract should specify how the issue will be handled if a breach occurs. Note who will pay attorneys f

12、ees and court costs, and what the remedy for breach is. Also note the state or district in which disputes will be settled, particularly if the parties to the contract reside or are licensed in different localities. If a party to the contract breaches, and lawyers get involved, it is usually customar

13、y for each party to pay their own legal fees. However, parties can require the losing side in a legal dispute to pay the winners attorneys fees. To include a provision for payment of attorney fees, include language such as: “The winning party has the right to collect from the other party its reasona

14、ble costs and attorneys fees incurred in enforcing this Agreement.”,5.Include a clause describing the termination.,Specify how long the contract will last. If its for a one-time exchange of services, state that it will be terminated upon completion of the transaction. If its a contract for ongoing s

15、ervices, you may want to state terms for either party to terminate the contract. The contract should contain language allowing for termination if one party is in violation of the agreement, including a provision for how much termination notice should be given (such as two weeks).If neither party bre

16、aches the contract, it will terminate whenever the performance is completed. This does not need to be explicitly spelled out in the contract. Whenever both parties have done everything the contract stipulates, the contract will automatically terminate.,6.Make sure the contract is in accordance with

17、applicable law.,Research which laws pertain to the contract so you can ensure that it is legally enforceable. For example, certain contracts must be in writing to be enforceable. Additionally, different places have different rules regarding the way contracts are interpreted if there is a breach.,7.Reserve the last page for the parties to sign and date the contract and hire a lawyer to review your contract.,Provide s