注册 登录  
 加关注
   显示下一条  |  关闭
温馨提示!由于新浪微博认证机制调整,您的新浪微博帐号绑定已过期,请重新绑定!立即重新绑定新浪微博》  |  关闭

且行且译(翻译专用)

ENGLISH<>CHINESE TRANSLATION

 
 
 

日志

 
 

合同标准条款(1)  

2011-12-29 14:15:38|  分类: 默认分类 |  标签: |举报 |字号 订阅

  下载LOFTER 我的照片书  |

Table:

1. Anti-corruptionAnti-corruption(廉洁条款)

2. Confidentiality/non-disclosure clause (保密条款)

3. Hold harmless clause/Indemnification clause (赔偿条款)

4. Severability clause (条款独立性条款)

5. Binding effect clause (效力约束条款)

6. Merger clause (效力取代条款)

7. Dispute resolution clause (纠纷解决条款) 

8. Choice of Law Clauses (法律选择/适用法律条款)

9. Non-solicitation clause (竞业禁止条款)

10. Confidential information clause (保密信息条款)

11. termination clause (终止条款)

12. surviving clause (效力保留条款)

 

 


1. Anti-corruptionAnti-corruption(廉洁条款)

Reference:

Anti-bribery policy
Anti-bribery statement
Letter informing an employee of a specific bribery risk

2. Confidentiality/non-disclosure clause

Confidential Information shall not include information which is: (a) in the public domain or falls into the public domain through no breach of this Agreement by you, (b) already known to you prior to accessing this site, (c) rightfully obtained by you from a third party not under any obligation of confidentiality to the CV or BV, (d) developed independently by the you, (e) approved for release by written authorization of the CV or BV or (g) disclosed pursuant to the requirement of any governmental agency, court or by operation of law. 

"Confidential Information" shall not include any materials or 
   information which the Recipient shows:
       (i) is at the time of disclosure generally known by or available to 
       the public or became so known or available thereafter through no 
       fault of the Recipient; or 
       (ii) is legally known to the Recipient at the time of disclosure by 
       the Company; or 
       (iii) is furnished by the Company to third parties without 
       restriction; or 
       (iv) is furnished to the Recipient by a third party who legally 
       obtained said information and the right to disclose it; or 
       (v) is developed independently by the Recipient either before or 
       after the term of the Recipient抯 engagement as a consultant or 
       independent contractor to the Company where the Recipient can 
       document such independent development.

“Confidential Information” shall not include information which:

(a) can be demonstrated by documentation to have already been rightfully in the Receiving Party’s possession prior to disclosure to it by the Disclosing Party and was not acquired, directly or indirectly, from a third party under a continuing obligation of confidentiality; or

(b) at the time of disclosure hereunder is, or thereafter, becomes, through no fault or action of the Receiving Party, part of the public domain; or

(c) is furnished to the Receiving Party by a third party after the time of disclosure hereunder as a matter of right and without restriction on its disclosure; or

(d) can be demonstrated, in writing, to have been independently developed by employees or agents of the Receiving Party who have not had access, direct or indirect, to the Confidential Information received from the Disclosing Party; or

(e) is furnished to others by the Disclosing Party without restriction on disclosure; or

(f) is disclosed to a third party with the written approval of the Disclosing Party.

 3. Hold harmless clause/Indemnification clause

 http://www.wisegeek.com/what-is-indemnification.htm 

 A provision in an agreement under which one or both parties agree not to hold the other party responsible for any loss, damage, or legal liability. In effect, this clause indemnifies the parties on a unilateral or reciprocal basis (as the case may be).

e.g.

1. The renter of this equipment agrees to defend, indemnify and hold harmless ABC Rental Company and its staff for any third-party claims which may arise from the use of the equipment.

2. Both parties hereto shall indemnify and hold harmless the other from and against all claims, damages, losses and expenses, including reasonable outside attorneys' fees and costs, by reason of any suit, claim, demand, judgment, or cause of action initiated by any person not a party to this Agreement, arising or alleged to have arisen out of the negligent or wrongful performance or failure to perform of their respective obligations under this Agreement;

 4. Severability clause

1. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

2. Should any part of this Agreement be rendered or declared invalid by a court of competent jurisdiction of the State of Rhode Island, such invalidation of such part or portion of this Agreement should not invalidate the remaining portions thereof, and they shall remain in full force and effect.

3. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement shall remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

4. In the event that any portion of these Terms of Use or the application thereof shall be invalid or unenforceable to any extent, such provision shall be enforced to the maximum extent permissible and the remaining portions of these Terms of Use shall remain in full force and effect. Any invalid or unenforceable provision of these Terms of Use shall be replaced with a provision which is valid and enforceable and most nearly reflects the original intent of the invalid or unenforceable provision.

5. Binding effect clause

1. Unless otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. No Party may transfer or assign any of its rights or obligations hereunder without the prior written consent of the other Party.

 6. Merger clause

1) This Agreement, along with any exhibits, appendices, addendums, schedules, and amendments hereto, encompasses the entire agreement of the parties, and supersedes all previous understandings and agreements between the parties, whether oral or written. The parties hereby acknowledge and represent, by affixing their hands and seals hereto, that said parties have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement. The parties hereby waive all rights and remedies, at law or in equity, arising or which may arise as the result of a party’s reliance on such representation, assertion, guarantee, warranty, collateral contract or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of said party’s right to remedies associated with the gross negligence, willful misconduct or fraud of any person or party taking place prior to, or contemporaneously with, the execution of this Agreement.

2)  This Agreement shall supersede all previous agreements, understandings and covenants between the Parties (whether oral or written) regarding non-disclosure agreement, and constitute the entire and single agreement between the Parties in terms of preventing the Proprietary Information from unauthorized access, use or disclosure.

 7. DISPUTE RESOLUTION CLAUSE

1.)DISPUTE RESOLUTION.

1.1) Negotiation.  The parties will attempt in good faith to resolve promptly through negotiation any claim or controversy arising out of or relating to this Contract.  If a controversy or claim should arise, Owner’s principal field or office contact with Contractor (herein referred to as “Owner’s Field Representative”) and Contractor's principal field or office contact with Owner (herein referred to as "Contractor's Field Representative") will meet at least once and will attempt in good faith to resolve the dispute. For such purpose, either may request the other to meet within ten (10) days, at a mutually agreed upon time and place.  If Owner’s Field Representative and Contractor's Field Representative are not able to resolve the dispute within twenty (20) days after their first meeting (or such longer period of time as may be mutually agreed upon), either party may request that Owner’s management representative (herein referred to as “Owner’s Management Representative”) and the Contractor's management representative (herein referred to as "Contractor's Management Representative") meet at least once to attempt in good faith to resolve the dispute.  Owner and Contractor shall, within ten (10) days after the effective date of this Contract, each designate to the other their respective Field Representative and Management Representative, the latter of whom shall be an executive level individual with authority to settle disputes.  Owner and Contractor may each change the designation of its Field Representative and Management Representative, but shall maintain at all times during the term of this Contract both a designated Field Representative and a designated Management Representative.

1.2 ) Mediation.  If the dispute has not been resolved within sixty (60) days after the first meeting of Owner’s Field Representative and Contractor's Field Representative (or such longer period of time as may be mutually agreed upon), either party may refer the claim or controversy to non-binding mediation conducted by Creative Resolutions, LLC of One Financial Center, Suite 2900, Boston, Massachusetts 02111 (Telephone No. 617-897-2200) (herein referred to as the "Mediator") by sending a written mediation request to the other party.  In the event that such a request is made, the parties agree to participate in the mediation process.  The parties and the Mediator may join in the mediation any other party necessary for a mutually acceptable resolution of the dispute.  Should the Mediator be unable or unwilling to continue to serve, the parties shall select a successor Mediator.  The mediation procedure shall be determined by the Mediator in consultation with the parties.  The fees and expenses of the Mediator shall be borne equally by the parties.

1.3) Arbitration.  If the dispute has not been resolved within thirty (30) days after the commencement of mediation, or if no mediation has been commenced within sixty (60) days after the first meeting between Owner’s Field Representative and Contractor's Field Representative (or such longer period of time as may be mutually agreed upon), and the amount in controversy does not exceed $50,000, the dispute shall be resolved through binding arbitration by a single arbitrator conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration.  The arbitrator's decision shall be final and judgment thereon may be rendered by any court of competent jurisdiction.  All such arbitration shall include, whether by joinder, consolidation or otherwise, all parties (including subcontractors) in addition to Owner and Contractor that are required for a final resolution of the dispute.  However, any inability to join a necessary party shall not affect arbitration under this Paragraph.  The fees and expenses associated with the arbitration shall be borne equally by the parties.

 1.4) Litigation.  If the dispute is not resolved within thirty (30) days after the commencement of mediation, or if no mediation has been commenced within sixty (60) days after the first meeting between Owner’s Field Representative and Contractor's Field Representative (or such longer period of time as may be mutually agreed upon) and the amount in controversy exceeds $50,000 or is a matter within the equitable jurisdiction of the state or Federal judiciary, either party may commence litigation to resolve the dispute in any [insert name of applicable State] state court of competent jurisdiction or in the United States District Court for the District of [insert name of applicable District Court]to the extent said Court shall have jurisdiction over the matter.

Other examples:

 1) Any dispute arising out of or in connection with this Agreement shall firstly be resolved through amicable negotiation. In case the dispute fails to be resolved through negotiation thirty (30) days after one Party suggests the negotiation, either Party may refer the dispute to China International Economic & Trade Arbitration Commission Shanghai Branch for arbitration in accordance with the arbitration rules then applicable. The place of arbitration shall be Shanghai. The language to be used in the arbitral proceedings shall be Chinese. The award of the arbitration shall be final and binding upon both of the Parties hereto.

8. Choice of Law Clauses

         Governing Law 

1) Single Jurisdiction Clause

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [________], without regard to its conflict of laws rules.

The conflict of law language is used to prevent the jurisdiction from applying the laws other another state. For example, a court in Texas may apply the laws of the State of New York, if they determine the cause of action arose in New York. The use of the conflicts exclusion clause is to apply the laws of chosen jurisdiction.

Alternative Conflict Exclusion Language

This agreement shall be governed by, and construed in accordance with, the [internal OR domestic OR mandatory] laws of the state of [________],
(a) regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof OR
(b) applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law OR
(c) without giving effect to any choice or conflict of Law provision or rule (whether of the State of [________] of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of [________].

This Agreement shall in all respects be governed by, and construed and interpreted in accordance with, the Laws of the State of New York without giving effect to any conflicts of law principles of such state that might refer the governance, construction or interpretation of this Agreement to the Laws of another jurisdiction. STOCK PURCHASE AGREEMENT dated as of September 30, 2010 between AMERICAN INTERNATIONAL GROUP, INC. and PRUDENTIAL FINANCIAL, INC. (Simpson Thacher & Bartlett LLP; Debevoise & Plimpton LLP) 


Click >> Google scholar Search for case law examples.

2) Split Jurisdiction Clause

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of [__________], regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of [__________] are mandatorily applicable to the Merger.

3) Multi-Jurisdiction Clause

Governing Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:
(a) the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or 
(b) Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or 
(c) England, if a license to the Software is purchased when you are in any jurisdiction not described above.
The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. (Adobe Systems Incorporated; End User Software License Agreement)

9. Non-solicitation clause
A non-solicitation agreement restricts an individual (usually a former employee) from soliciting either (a) employees or (b) customers of a business after leaving the business.
 
11. termination clause
 

Either party may terminate, in whole or in part, this Agreement if:< xmlnamespace prefix ="o" ns ="urn:schemas-microsoft-com:office:office" />

 

       (i)    the other party breaches any of the provision hereof or any equivalent obligation as provided herein;

 

       (ii)   the other party fails or is reasonably considered that it is likely to fail to comply with this Agreement or the equivalent obligations as provided herein without reasonable cause;

 

       (iii)  the other party dishonors its draft or check or becomes subject to the bank suspension;

 

       (iv)  the other party becomes subject to the provisional attachment, provisional disposition or forcible execution by any third party;

 

       (v)   the other party becomes involved in or subject to or has cause of the bankruptcy, corporate consolidation under the Commercial Code, civil rehabilitation or corporate reorganization proceedings;

      

       (vi)  the other party makes a resolution of dissolution, transfer of business or merger;

      

       (vii) the other party transfers its shares or assets, which affects or is likely to affect control of the other party through reasonable consideration; or

 

       (viii)       the financial situation of the other party is significantly deteriorating or is likely to significantly deteriorating through reasonable consideration.

12. surviving clause

本合同终止时,合同中明示或根据其含义或内容应在合同到期或终止后继续有效的条款,则在合同到期或终止后应继续有效。

All provisions herein which either expressly or impliedly survive the termination or expiry of this Contract shall survive accordingly.

  评论这张
 
阅读(7)| 评论(0)
推荐 转载

历史上的今天

在LOFTER的更多文章

评论

<#--最新日志,群博日志--> <#--推荐日志--> <#--引用记录--> <#--博主推荐--> <#--随机阅读--> <#--首页推荐--> <#--历史上的今天--> <#--被推荐日志--> <#--上一篇,下一篇--> <#-- 热度 --> <#-- 网易新闻广告 --> <#--右边模块结构--> <#--评论模块结构--> <#--引用模块结构--> <#--博主发起的投票-->
 
 
 
 
 
 
 
 
 
 
 
 
 
 

页脚

网易公司版权所有 ©1997-2017