销售代理合同(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#5@p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…… % commission 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#5@p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:

一般授权委托书(GENERAL POWER OF ATTORNEY)

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。

员工保密协议(EMPLOYEE NON-DISCLOSURE AGREEMENT)

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 （hereinafter 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

The modification of this agreement in particular cases shall be agreed upon by both parties through negotiations.

Article 12 Force Majeure

In case that one or both parties are impossible to perform the duties provided herein on account of force majeure, the party （or parties） in contingency shall inform the other party （or each other） of the case immediately and may, provided the case is duly verified by the competent authorities, delay in performance of or not perform the relevant duties hereunder shall be partially or entirely exempted from the liability for breach of this agreement.

Article 13 Arbitration

Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission, Shenzhen Sub-commission for arbitration that shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of P.R.C.

Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.

Article 14 Language and Effective Date

There are two originals hereof made respectively in Chinese and ______, both of which are of the same effect.

This agreement shall come into effect on the date when both parties set their hands hereunto and remain effective for_____ years. Upon its expiration, the parties may, if they choose, extend the term hereof for _____years or execute a new cooperation agreement, provided they apply to and approved by the Authority agencies concerned.

Party A Party B

Representative of___ Representative of____

（Authorized Signature）___ （Authorized Signature）

补偿贸易合同

合同编号：______

签订时间：______

签订地点：______

订立合同双方：_________________________________________

甲方：_________________________________________________

地址：_________________________________________________

电话： ___________________传真：________________________

E-MAIL： _______________________________________________

乙方：_________________________________________________

地址：_________________________________________________

电话：___________________传真：__________________________

E-MAIL： _______________________________________________

鉴 于

鉴于乙方拥有现用于制造______的机器设备，并愿意将机器设备卖给甲方；鉴于乙方同意购买甲方用乙方提供的机器设备生产的______，以补偿其机器设备的价款；

鉴于甲方同意从乙方购买该项机器设备；

鉴于甲方有意向乙方出售______，以偿还乙方的机器设备价款；

因此，考虑到本协议所述的前提和约定，甲、乙双方特订立此协议。

第一条 贸易内容

1. 乙方向甲方提供用于生产的_____________型机械__________台，以及各种其他辅助机械设备，并同时提供各类机械设备所必需的附配件及备用件，以及在生产过程中各种必需的测试仪器。具体的各类机械设备、测试仪器、附、配件、备用件之型号、名称、规格、数量、价格、包装、要求、交货期限等，由双方另行签订设备进口合同，作为本合同不可分割的一部分。

2. 甲方用乙方提供的机械设备所生产的部分产品以及其他商品，或经双方协商，用_____工厂生产的______商品来偿付全部机械设备的价款。具体的偿付商品的名称、数量、价格、交货期限等，由双方另行签订补偿商品供货合同，作为本合同不可分割的一部分，设备进口合同与补偿商品供货合同可合并为补偿贸易购销合同。

第二条 支付条件与方式

由甲乙双方对开信用证，即由甲方分期开出以乙方为受益人的远期信用证，分期、分批支付全部机械设备的价款；乙方开出以甲方为受益人的即期信用证，支付补偿商品的货款。甲方用乙方支付补偿商品的货款来支付全部机械设备的价款。当乙方支付的货款不能相抵甲方所开的远期信用证之金额时，其差额部分由乙方用预付货款方式，在甲方所开的远期信用证到期前汇付甲方，以使甲方能按时议付所开的远期信用证。甲方所开的远期信用证的按期付款，是基于乙方按规定开出限期信用证及按规定预付货款。乙方保证按规定开出信用证及预付货款。

第三条 偿付期限

甲方用_____年_____个月，分月用商品偿付全部机械设备的价款。偿还日期自第一批机械设备到货后约______个月后开始，原则上每月偿还的金额是全部机械设备价款的____分之____.甲方可以提前偿还，但需在____个月前通知乙方。

在甲方用补偿商品偿还机械设备价款期间，乙方应按本协议项下的有关补偿商品合同的规定，开出以甲方为受益人的足额、限期、不可撤销、可分割、可转让的信用证。

第四条 计价货币和作价标准

双方商品均用_______币计价。乙方提供的全部机械设备及所有仪器、附件配件用_______币作价，甲方提供的补偿商品则按签订合同时甲方出口货物的币基价，以当时的币对______币在甲方用补偿商品偿还机械设备价款期间，乙方应按本协议项下的有关补偿商品合同的规定，开出以甲方为受益人的足额、限期、不可撤销、可分割、可转让的信用证。 的汇率折算为__________币。

第五条 利息计算

甲方所开的远期信用证及乙方所预付货款的利息应由甲方负担。双方议定年利息为百分之_____.

第六条 技术服务

货物到达甲方口岸后，由甲方自行安装，但在主要设备安装过程中，甲方认为需要时，乙方必须派出技术人员进行现场指导，提供必要的技术服务，在此过程中由于技术上的问题，所造成的损失由乙方负责。

经双方协调，为完成此项工作，由乙方派出______数量的技术人员。在中国的一切费用均由乙方承担。

第七条 附加设备

在执行本协议过程中，如发现本合同项下的机械设备在配套生产时需要继续增添新的机械设备或测试仪器时，可由双方另行协商，予以增订，增订的项目仍应列入本合同范围之内。

第八条 保险

设备进口以后由乙方投保。设备所有权在付清货款后发生转移，之后，如发生意外，损失先由保险公司向投保人赔付，再按比例退回甲方已支付的设备货款。

第九条 违约责任

乙方不按合同规定购买补偿商品或甲方不按合同规定提供商品时，均应按合同条款承担违约责任，赔偿由此造成的经济损失，并向对方支付该项货款总值的____%的罚款。

第十条 履约责任

为保证合同条款的有效履行，双方分别向对方提供由各自一方银行出具的保函予以保证。甲方的担保银行为_______国________银行，乙方的担保银行为_______国________银行。 第十一条 合同条款的变更

本合同内容如遇特殊情况需要变更，须经双方协商一致。

第十二条 不可抗力

由于人力不可抗拒的原因，致使一方或双方不能履行合同之有关条款，应及时向对方通报情况，在取得合法机关的有效证明之后，允许延期履行或不履行有关合同义务，并可根据情况部分或全部免除违约责任。

第十三条 仲 裁

凡因本合同引起的或与本合同有关的任何争议，均应提交中国国际经济贸易仲裁委员会深圳分会，按照申请仲裁时该会现行有效的仲裁规则进行仲裁，仲裁裁决是终局的，对双方均有约束力。仲裁适用中华人民共和国法律。

除非另有规定，仲裁不得影响合同双方继续履行合同所规定的义务。

第十四条 文字、生效

本合同当中______两种文字写成，两种文字具有同等效力。本合同自签字之日起生效，有效期为_____年。期满后，双方如愿意继续合作，经向政府有关部门申请，获得批准后，可延期______年或重新签订合同。

甲方：________________ 乙方：_____________________

授权代表签字：_________ 授权代表签字：_____________

年 月 日

国际技术咨询服务合同

合同 号：________________ 签订日期：________________ 签订地点：________________ 中国____________公司（以下简称委托方）为一方，______国______________ 公司（以下简称为咨询方）为另一方，双方就_____________的技术咨询服务，授权双方代表按下列条款签订本合同。

第一条 合同内容

1.1 委托方希望获得咨询方就_____提供的技术咨询服务，而咨询方愿意提供此项服务。

1.2 技术咨询服务范围详见本合同附件一。

1.3 技术咨询服务的进度安排详见本合同附件二。

1.4 技术咨询服务的人员安排见本合同附件三。

1.5 技术咨询服务自合同生效之日起_____个月内完成，将在_____个月内提交最终技术咨询报告，包括图纸、设计资料、各类规范和图片等。咨询方应免费通报委托方类似工程的最近发展和任何进展，以便委托方能改进该工程的设计。

第二条 双方的责任和义务

2.1 委托方应向咨询方提供有关的资料、技术咨询报告、图纸和可能得到的信息并给予咨询方开展工作提供力所能及的协助，特别是委托方应在适当时候指定一名总代表以便能随时予以联系。

2.2 委托方应协助咨询方向有关机构取得护照签证、工作许可和咨询方要求的其它文件以使咨询方能进入委托方国家和本工程的现场，但费用由咨询方负担。

2.3 除了合同附件三所列的技术人员外，咨询方还应提供足够数量的称职的技术人员来履行本合同规定的义务。咨询方应对其所雇的履行合同的技术人员负完全责任并使委托方免受其技术人员因执行合同任务所引起的一切损害。

2.4 咨询方应根据咨询服务的内容和进度安排，按时提交咨询技术咨询报告及有关图纸资料。

2.5 咨询方应协助委托方的技术人员获得进入咨询方国家的签证并负责安排食宿，食宿费用由委托方负担。咨询方应为委托方的技术人员提供办公室、必要的设施和交通便利。

2.6 咨询方对因执行其提供的咨询服务而给委托方和委托方工作人员造成的人身损害和财产损失承担责任并予以赔偿，但这种损害或损失是由于咨询方人员在履行本合同的活动中的疏忽所造成的。咨询方仅对本合同项下的工作负责。

2.7 咨询方对本合同的任何和所有责任都限定在咨询方因付出专业服务而收到的合同总价之内，并将在本合同第7.3条规定的保证期满后解除。

第三条价格与支付

3.1 本合同总价为___________（币种）_______（大写：__________）。各分项的价格如下：分项一的合同价为________（币种）_______（大写：）；分项二的合同价为________（币种）_______（大写：）；分项三的合同价为________（币种）_______（大写：）；分项四的合同价为________（币种）_______（大写：）。

3.2 本合同总价包括咨询方所提供的所有服务和技术费用，为固定不变价格，且不随通货膨胀的影响而波动。合同总价包括咨询方在其本国和委托方国家因履行本合同义务所发生的一切费用和支出和以各种方式寄送技术资料到委托方办公室所发生的费用。如发生本合同规定的不可抗力，合同总价可经双方友好协商予以调整。如果委托方所要求的服务超出了本合同附件一规定的范围，双方应协商修改本合同总价，任何修改均需双方书面签署，并构成本合同不可分割的部分。

3.3 委托方向咨询方的所有付款均通过委托方所在地的___________银行以电汇方式支付到__________银行咨询方的帐户上。

3.3 对咨询方提供的服务，委托方将以下列方式或比例予以付款：

3.3.1 合同总价的_____%，即__________（大写：_________）, 在委托方收到咨询方提交的下列单据并经审核无误后 ______ 天内支付给咨询方：

A.咨询方国家有关当局出具的批准证书或不需批准的证明文件，正本一份，副本二份；

B.咨询方银行出具的金额为_______元（大写：__________）,

以委托方为受益人的对预付款的不可撤销保函正本一份，副本一份,保函格式见合同附件。 C.金额为合同总价的形式#5@p一式五份；

D.签发的标明支付金额的商业#5@p一式五份；

E.即期汇票一式二份。

上述单据应在本合同生效之日起不迟于______ 天内交付。

3.3.2 分项一合同价 ______%，即_________（大写：____________）,在委托方收到咨询方提交的下列单据并经审核无误后______天内支付给咨询方：

A.分项一的技术咨询报告一式十份；

B.签发的标明支付金额的商业#5@p一式五份；

C. 即期汇票一式二份。

3.3.3 分项二合同价的_____%，即__________（大写：____________）, 在委托方收到咨询方提交的下列单据并经审核无误后_______天内支付给委托方：

A.分项二的技术咨询报告一式十份；

B.签发的标明支付金额的商业#5@p一式五份；

C.即期汇票一式二份。

3.3.4 分项三合同价_____ %，即__________（大写：____________）, 在委托方收到咨询方提交的下列单据并经审核无误后_____ 天内支付给咨询方：

A.分项三的技术咨询报告一式十份；

B.签发的标明支付金额的商业#5@p一式五份；

C.即期汇票一式二份。

3.3.5 分项四合同价_____%，即__________（大写：____________）,在委托方收到咨询方提交的下列单据并经审核无误后_______天内支付给咨询方：

A.分项四的技术咨询报告一式十份；

B.签发的标明支付金额的商业#5@p一式五份；

C.即期汇票一式二份。

3.3.6 分项四合同价_____%，即_________（大写：_____________）, 在委托方收到咨询方提交的下列单据并经审核无误后_________天内支付给咨询方：

A.签发的标明支付金额的商业#5@p一式五份；

B.即期汇票一式二份。

3.4 如果依据合同规定咨询方应支付预提税和应向委托方支付违约金，委托方有权从上述款项中扣除。

3.5 为执行合同在中国境内发生的银行费用由委托方承担，中国之外的发生的费用由咨询方承担。

第四条交 付

4.1 前述技术咨询报告以CIF ______________价格条件交付的最后期限为：

A.分项一的技术咨询报告：合同生效后 __________月内；

B.分项二的技术咨询报告：合同生效后 __________月内；

C.分项三的技术咨询报告：合同生效后 __________月内；

D.分项四的技术咨询报告：合同生效后 __________月内。

4.2 咨询方在航空邮寄上述资料时应以传真方式将邮寄日期和航空提单号等通知委托方。委托方收到上述技术咨询报告后应及时通知咨询方。

4.3 如果在邮寄过程中上述资料发生丢失、损坏，咨询方应在接到通知后两周内免费予以替换。

第五条 保 密

5.1 由委托方收集的、开发的、整理的、复制的、研究的和准备的与本合同项下工作有关的所有资料在提供给咨询方时，均被视为保密的，不得泄漏给除委托方或其指定的代表之外的任何人、企业或公司，不管本合同因何种原因终止，本条款一直约束咨询方。

5.2 合同有效期内，双方应采取适当措施对本合同项下的任何资料或信息予以严格保密，未经一方的书面同意，另一方不得泄露给任何第三方。

5.3 一方和其技术人员在履行合同过程中所获得或接触到的任何保密信息，另一方有义务予以保密，未经其书面同意，任何一方不得使用或泄露从他方获得的上述保密信息。

第六条 税 费

6.1 中华人民共和国政府根据其税法对委托方征收的与执行本合同或与本合同有关的一切税费均由委托方负担。

6.2 中华人民共和国政府根据中国税法和中华人民共和国政府与咨询方国家政府签订的避免双重征税和防止偷逃所得税的协定而向咨询方课征的各项税费均由咨询方支付。委托方依据本国的税法有义务对根据本合同而应得的收入按比例代扣一定的税费并代向税务机关缴纳，在收到税务机关出具的关于上述税款税收单据后，委托方应毫不迟延地转交给咨询方。

6.3 中华人民共和国以外所发生的与本合同有关和履行本合同的各项税费均由咨询承担。

第七条 保 证

7.1 咨询方保证其经验和能力能以令人满意的方式富有效率且迅速地开展咨询服务，其合同项下的咨询服务由胜任的技术人员依据双方接受的标准完成。

7.2 如果咨询方在其控制的范围内在任何时候、以任何原因向委托方提供本合同附件一中的工作范围内的服务不能令人满意，委托方可将不满意之处通知咨询方，并给咨询方＿＿＿＿天的期限改正或弥补，如咨询方在委托方所给的期限内改正或弥补，所有费用立即停止支付直到咨询方能按照本合同附件一的规定提供令人满意的服务为止。

7.3 咨询方的保证义务在本咨询服务经委托方最后验收后或最后一批款项支付后的 _______月到期。

第八章 技术咨询报告的归属

8.1 所有提交给委托方的技术咨询报告及相关的资料的最后文本，包括为履行技术咨询服务范围所编制的图纸、计划和证明资料等，都属于委托方的财产，咨询方在提交给委托方之前应将上述资料进行整理归类和编制索引。

8.2 咨询方可保存上述资料的复印件，包括本合同第五条所指的委托方提供的资料，但未经委托方的书面同意，咨询方不得将上述资料用于与本咨询项目之外的任何项目。

第九章 转 让

9.1 未经另一方事先书面同意，无论是委托方或是咨询方均不得将其合同权利或义务转让或转包给他人。

第十章 违约和合同的解除

10.1 如果由于咨询方的责任，技术咨询报告不能在本合同第4条规定的交付期内交付，咨询方应按下列比例向委托方支付迟延罚金：

A.第一至第四周，每周支付合同总价的百分之__________；

B.第五至第八周，每周支付合同总价的百分之__________；

C.从迟延的第九周起，每周支付合同总价的百分之______；

在计算违约金时，不足一周按一周计。

10.2 迟延交付的违约金总额不得超过合同总价的百分之_______.迟延交付违约金的支付并不免除咨询方交付技术咨询报告的义务。

10.3 对咨询方的下列违约行为，委托方可书面通知的方式全部或部分解除合同，并不影响其采取其它补救措施：

A.在本合同第四条规定的交付任何一项的技术咨询报告期限后_____天内仍不能交付部分或全部技术资料；

B.无法使技术咨询报告达到合同附件一规定的最低验收标准。对上述解除合同，咨询方应退还委托方已支付的所有金额，并按年利率百分之______加付利息。

10.4 如果一方有下列行为，任何一方可书面通知对方全部或部分解除合同，并不影响其采取其它补救措施：

A.没有履行合同规定的保密义务；

B.没有履行合同规定的其它义务，轻微的违约除外，并在收到对方书面的通知后天内或双方商定的时间内对其违约予以弥补；

C.破产或无力偿还债务；

D.受不可抗力事件影响超过______天。

第十一章 不可抗力

11.1 任何一方由于战争及严重的火灾、台风、地震、水灾和其它不能预见、不可避免和不能克服的事件而影响其履行合同所规定的义务的，受事故影响的一方将发生的不可抗力事故的情况以传真通知另一方，并在事故发生后十四天内以航空挂号信件将有权证明的机构出具的证明文件提交另一方证实。

11.2 受影响的一方对因不可抗力而不能履行或延迟履行合同义务不承担责任。然而，受影响的一方应在不可抗力事故消除后尽快以传真通知另一方。

11.3 双方在不可抗力事故停止后或影响消除后立即继续履行合同义务，合同有效期和/或有关履行合同的预定的期限相应延长。

第十二章 仲 裁

12.1 凡因本合同引起的或与本合同有关的任何争议，均应提交中国国际经济贸易仲裁委员会深圳分会，按照申请仲裁时该会现行有效的仲裁规则进行仲裁，仲裁裁决是终局的，对双方均有约束力。仲裁适用中华人民共和国法律。

12.2 除非另有规定，仲裁不得影响合同双方继续履行合同所规定的义务。

第十三条 语言和标准

13.1 除本合同及附件外，委托方和咨询方之间的所有往来函件，咨询方给委托方的资料、文件和技术咨询报告、图纸等均采用英文。

13.2 尺寸均采用公制。

第十四条 适用的法律

14.1 本合同的法律含义、效力、履行等均受中华人民共和国法律管辖。

第十五章 合同的生效及其它

15.1 本合同在双方授权代表签字后，如果需要，由各方分别向本国政府当局申请批准。双方应尽一切努力使合同在签字后30天内获得各自国家当局的批准，各方应立即将批准日期书面通知对方。最后一方的批准日期为本合同生效日期。

15.2 本合同有效期自合同生效之日起为___________ 年。

15.3本合同期满时，合同项下的任何未了的债权债务不受合同期满的影响。

15.4 本合同的附件为本合同不可分割的组成部分，与合同正文具有同等法律效力。如合同正文与附件有矛盾之处，合同正文内容优先。

15.5 所有对本合同的修订、补充、删减、或变更等均以书面完成并经双方授权代表签字后生效。生效的修订、补充、删减、或变更构成本合同不可分割的组成部分，与合同正文具有同等法律效力。

15.6 双方之间的联系应以书面形式进行，涉及重要事项的传真应随后立即以挂号信件或特快专递确认。

15.7 本合同用中英文两种文字写成，两种文字具有同等效力。本合同正本一式四份，双方各二份。

委托方： ________________________________

地 址： ________________________________

邮 编： ________________________________

电 话： ___________传 真： _____________

授权代表签字： __________________________

签字日期： ______________________________

咨询方： ________________________________

地 址： ________________________________

邮 编： ________________________________

电 话： ___________传 真： _____________

授权代表签字：__________________________

签字日期：______________________________

技术咨询服务合同(TECHNICAL CONSULTACY SERVICE CONTRACT)

Contract No.： ________________________.

Date of Signature： ____________________.

Place of Signature： ____________________.

This Contract is made and entered into through friendly negotiation by and between China ____________________ （hereinafter referred to as “Client”）, as one party, and____________________ （hereinafter referred to as “Consultant”）, as the other party, concerning the technical consultancy service of__________, under the following terms and conditions：

Article 1 Contents of Technical Consultancy Service

1.1 Whereas Client desires to obtain the technical consultancy service from Consultant and Consultant has agreed to perform such services.

1.2 The Scope of Technical Services is defined in Appendix 1.

1.3 The Time Schedule for the Services is shown in Appendix 2.

1.4 The Manning Schedule is described in Appendix 3.

1.5 Consultant shall complete the Services within __________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within ____ months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.

Article 2 Both Parties' Responsibility and Liability

2.1 Client shall furnish to Consultant the pertinent data, technical service reports, maps and information available to him and shall give Consultant the reasonable assistance necessary for carrying out of his duties. Particularly Client shall nominate a general representative who shall be available at reasonable time.

2.2 Client shall assist Consultant with the responsible authorities for obtaining visas, work permits, and other documents required by Consultant to enter the country and to have access to the Site of the Project. The above expenses shall be borne by Consultant.

2.3 Consultant shall furnish a sufficient number of competent personnel to perform its obligation hereunder, in addition to those personnel specifically listed in Appendix 3. All personnel employed by Consultant in carrying out the work shall be exclusively Consultant's responsibility, and Consultant shall hold Client harmless from any claims of any kind by Consultant's personnel arising out of any acts by Consultant or its personnel in connection with the work performed hereunder.

2.4 Consultant shall provide Client with all the technical service reports and relevant documentation within the Scope of Technical Services and within the Time Schedule for the Services.

2.5 Consultant shall assist Client‘s personnel in his country in obtaining visas and in arranging lodgings. Hotel and boarding expenses shall be borne by Client. Consultant shall supply Client’s personnel with office space and necessary facilities as well as transportation.

2.6 Consultant shall be responsible for and shall indemnify Client and his employee in respect of injury to person or damage to property occurring in connection with the services, to the extent that such damage or injury directly results from negligence of Consultant's personnel while engaged in activities under this Contract. Consultant shall be liable only to the work under this Contract.

2.7 Any and all liability of Consultant with respect to this Contract shall be limited to the Total Contract Price received by Consultant for his profession services and shall terminate upon expiration of the warranty period set forth in Article 7.3.

Article 3 Price and Payment

3.1 The total contract price is__________（say __________________only） in ________（currency）. The breakdown prices of the above mentioned total contract price are as follows： Contract Price for Item 1： ______（say ____________only） in________ （currency）； Contract Price for Item 2： ______（say ____________only） in________ （currency）； Contract Price for Item 3： ______（say ____________only） in________ （currency）； Contract Price for Item 4： ______（say ____________only） in________ （currency）.

3.2 The total contract price shall include all the service and technology provided by Consultant. The total contract price shall be firm and fixed and shall not fluctuate with any inflation. The total contract price shall include all charges and expenses incurred by Consultant in performing his obligations both in his own country and in the People's Republic of China and includes the expenses incurred in sending the Technical Documentation to Client's office by all kinds of forms.

In the event of Force Majeure as defined in the Contract, the total contract price shall be readjusted through friendly negotiations between the parties. If Client requires services not contemplated in the Scope of Services, the parties shall friendly discuss an amendment to the total contract price. Any such amendment shall be in writing countersigned by both parties. This document shall then form integral part of the Contract.

3.3 All payments to be made by Client to Consultant under the present Contract shall be made by telegraphic transfer. In case of any payment by Client, the payment shall be effected through __________ in China to _________ for the account of Consultant.

In consideration for the services provided by Consultant hereunder, Client shall effect the payment to Consultant in accordance with the following manner and percentage：

3.3.1 _______ percent （________ %） of the total contract price, i.e._____________ （Say：

________ only）, shall be paid by Client to Consultant within ________ （____） days after the client has received the following documents provided by Consultant and found them in order.

A. One （1） original and two （2） duplicate copies of Consultant's government approval, or a written statement of the competent authorities or relevant agency of Consultant's country certifying that such document is not required；

B. One （1） original and one （1） duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Consultant's Bank in favor of Client covering_______（Say：________ only）, specimen of which is as per Appendix 4；

C. Five （5） copies of profoma invoice covering the total contract price；

D. Five （5） copies of manually signed commercial invoice indicating the amount to be paid；

E. Two （2） copies of sight draft.

The said shall be delivered by Consultant not later than ____days after the effective date of the ________present Contract.

3.3.2 ________percent （____%） of the Contract price for Item 1, i.e._________ （Say： __________ only） shall be paid by Client to Consultant within _____ （__） days after Client has received the following documents provided by Consultant and found them in order.

A. Ten （10） copies of technical service report on Item 1；

B. Five （5） copies of manually signed commercial invoice indicating the amount to be paid；

C. Two （2） copies of sight draft.

3.3.3 ________ percent （____%） of the Contract price for Item 2, i.e. ___________ （Say： ____________ only） shall be paid by Client to Consultant within ________ （___） days after Client has received the following documents provided by Consultant and found them in order.

A. Ten （10） copies of technical service report on Item 2；

B. Five （5） copies of manually signed commercial invoice indicating the amount to be paid；

C. Two （2） copies of sight draft.

3.3.4 ________percent （____%） of the Contract price for Item 3, i.e._________ （Say： __________ only） shall be paid by Client to Consultant within _____ （__） days after Client has received the following documents provided by Consultant and found them in order.

A. Ten （10） copies of technical service report on Item 3；

B. Five （5） copies of manually signed commercial invoice indicating the amount to be paid；

C. Two （2） copies of sight draft.

3.3.5 ________percent （____%） of the Contract price for Item 4, i.e._________ （Say： __________ only） shall be paid by Client to Consultant within _____ （__） days after Client has received the following documents provided by Consultant and found them in order.

A. Ten （10） copies of technical service report on Item 4；

B. Five （5） copies of manually signed commercial invoice indicating the amount to be paid；

C. Two （2） copies of sight draft.

3.3.6 ________percent （____%） of the Total Contract price, i.e._________ （Say： __________ only） shall be paid by Client to Consultant within _____ （__） days after Client has

received the following documents provided by Consultant and found them in order.

A. Five （5） copies of manually signed commercial invoice indicating the amount to be paid；

B. Two （2） copies of sight draft.

3.4 In case Consultant is liable for paying to Client the penalty under the Contract, Client shall have the right to deduct it from any said payment.

3.5 The banking charges of both parties incurred in China for the execution of the Contract shall be borne by Client and those incurred outside China shall be borne by Consultant. Article 4 Delivery Schedule

4.1 The deadline for the arrival of the Technical service reports CIF _____ is：

A. Technical service report on Item 1： _________months after effectiveness of the Contract；

B. Technical service report on Item 2： _________months after effectiveness of the Contract；

C. Technical service report on Item 3： _________months after effectiveness of the Contract； and

D. Technical service report on Item 4： ________months after effectiveness of the Contract.

4.2 Consultant shall inform Client by fax when the Technical service reports are airmailed to Client indicating the date and number of airway bill. Client shall inform Consultant when the Technical service reports have been received.

4.3 Should any document be missing or damaged during the transport, Consultant shall be notified accordingly and within two （2） weeks the missing or damaged document shall be replaced by Consultant free of charge.

Article 5 Confidentiality

5.1 All data assembled, developed, compiled, reproduced, studied, and prepared in connection with the work done hereunder and furnished to Consultant by Client shall be considered confidential and shall not be divulged to any person, firm or corporation other than Client or its designated representatives. This Clause shall remain binding on Consultant notwithstanding the termination of the Contract for any reason.

5.2 Within the validity period of Contract, both parties shall take proper measures to keep the materials or information strictly confidential. The other party shall not disclose or divulge to any third party without prior written consent of one party.

5.3 Either party shall be obliged to keep confidential any secret information of the other party, which either party and its personnel may obtain or be accessible to in the course of the performance of Contract. Either party shall not make use of or disclose such secret information obtained from the other party without prior written permission issued by the other party. Article 6 Taxes and Duties

6.1 All taxes and duties in connection with and in the execution of Contract levied by the Chinese government on Client in accordance with the tax laws of PRC shall be borne by Client.

6.2 All taxes and duties levied by the Chinese government on Consultant, in connection with and in the execution of Contract, according to Chinese tax laws and the agreement between the government of PRC and the government of Consultant's country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Consultant.

Client is legally obliged to withhold, as a withholding agent, the amount of taxes pro rata each taxable payment under Contract and pay them to the relevant Chinese tax authorities. After receiving the tax receipts issued by the relevant Chinese tax authorities for the aforesaid withholding taxes, Client shall forward them to Consultant without undue delay.

6.3 All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by Consultant.

Article 7 Warranty

7.1 Consultant warrants that he has the experience and capability to efficiently and expeditiously perform the services in a satisfactory manner and that the services performed by him under this Contract shall be performed by competent personnel in accordance with accepted standards.

7.2 In the event of a failure of Consultant to provide Client with satisfactory services within the scope of work described in Appendix 1 at any time for any reason within the control of the Consultant, Client may notify Consultant of such dissatisfaction. Consultant shall be afforded a period of _____ days to correct or remedy the matter. Should Consultant within the time afforded by Client fail to correct or remedy the matter to the satisfaction of Client, all charges shall cease forthwith until such time as Consultant is able to provide satisfactory services in accordance with the Scope of work described in Appendix 1.

7.3 The Consultant‘s guarantee liability shall expire _____ months after its consultancy service is finally inspected and accepted by Client, or after final payment is made.

Article 8 Ownership of Technical Service Reports

8.1 Final version of the technical service report submitted to Client and all relevant data such as maps, plans and supporting material compiled in performing the Scope of Services, shall be the property of Client. Such materials shall be sorted and indexed by Consultant prior to transmission to Client.

8.2 Consultant shall be permitted to retain copies thereof, provided however that such materials, including the material furnished by Client as stated in Article 5 of this Contract, shall not be used by Consultant for purposes not related with this Project without the prior written approval of Client.

Article 9 Assignment

9.1 Neither Client nor Consultant shall assign or sublet their rights or obligations hereunder without the prior written consent of the other party.

Article 10 Termination

10.1 If, due to the responsibility of Consultant, the technical service reports have not been delivered at dates according to the delivery schedules as stipulated in Article 4 of the Contract, Consultant shall be obliged to pay to Client penalty for such delay in delivery at the following rates：

A. ______ percent （____%） of the total contract price per week for the first four weeks；

B. _____ percent （____%） of the total contract price per week from the fifth week to the eighth week；

C. ______ percent （____%） of the total contract price per week from the ninth week of delay.

Odd days less than one （1） week shall be counted as one （1） week for calculating the liquidated damage.

10.2 The total liquidated damage for late delivery shall not exceed ______ percent （____%） of the total contract price. Payment of the liquidated damage for late delivery shall not release consultant from its obligation to deliver technical service reports.

10.3 Client may, without prejudice to any other remedy for Consultant's following breach of Contract, terminate Contract in whole or in part by a written notice of default send to Consultant, if Consultant

A. Fails to deliver any or all of technical service reports within______（____） days after the scheduled delivery date as specified in Article 4； or

B. Fails to make the technical service reports meet the minimum level of Acceptance Standards as specified in Appendix 1.

Consultant shall refund to Client all the payments effected by Client to Consultant plus an interest at the rate of______ percent （____%） per annum in case of such a termination.

10.4 Either party may, without prejudice to any other remedy, terminate Contract in whole or in part by a written notice send to the other party, if the other party.

A. Fails to perform its confidentiality obligation under Contract； or

B. Fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of______ （____） days upon receipt of the written notice or a period agreed upon between the parties；

C. Becomes bankrupt or insolvent； or

D. Affected by any event of Force Majeure for more than ______ days.

Article 11 Force Majeure

11.1 Should either party be prevented from performing any of its obligations under Contract due to event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of its occurrence by fax and send by registered airmail a certificate issued by the competent authorities or agency within fourteen （14） days following its occurrence.

11.2 The affected party shall not be liable for any delay or failure in performing any or all of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure without delay. 11.3 Both parties shall proceed with their obligations immediately after the cease of the event of Force Majeure or removal of the effects. The validity period of Contract and/or the scheduled period for relative execution of Contract shall be extended correspondingly. Article 12 Arbitration

12.1 Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission，Shenzhen Sub-commission for arbitration in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of P.R.C.

12.2 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.

Article 13 Language and Standards

13.1 Correspondence except this Contract between Client and Consultant, data and documents made available by Client to Consultant and the technical service reports and drawings prepared by Consultant shall be in the English language.

13.2 Measures shall be written in the metric system.

Article 14 Governing Law

14.1 The construction, validity, and performance of this Contract shall be governed by the laws of the People's Republic of China.

Article 15 Effectiveness of the Contract and Miscellaneous

15.1 Both parties shall make effort to obtain the approval from the respective authorities, if necessary, within thirty （30） days after Contract is signed by the authorized representatives of the two parties. Either Party shall notify in writing the other party of the approval date. The later date of approval shall be taken as the Date of Effectiveness of Contract.

15.2 Contract shall be valid and remain in force for_______（____） years from the Date of Effectiveness.

15.3 The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract.

15.4 Appendices hereof shall be integral parts of Contract and have the same legal force as the text of Contract itself. The text of Contract shall prevail in case of any discrepancies between the text of Contract and Appendices.

15.5 All amendments, supplements, subtractions, or alterations to Contract shall be made in written form and become valid upon the signature of the authorized representatives of both parties. The valid amendments, supplements, subtractions, or alterations shall from an integral part of Contract and shall have the same legal force as the text of Contract.

15.6 All communications between the parties shall be in English in written form during implementation of Contract. Faxes concerning important matters shall be confirmed timely by registered or express mails.

15.7 The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four （4） originals, two （2） for the Buyer and two （2） for the Seller.

Client： ________________________________________________.

Address： ______________________________________________.

Post Code： ____________________________________________.

Telephone： ________________. Fax： _________________.

E-mail： _______________________________________________.

Authorized Representative signature： ____________________.

Signing Date： __________________________________________.

Consultant： ____________________________________________.

Address： ______________________________________________.

Post Code ：____________________________________________.

Telephone： ________________. Fax： _________________.

E-mail： _______________________________________________.

Authorized Representative signature： ___________________.

Signing Date： __________________________________________.

国际货物买卖合同（中英）

一、交货条款 TERMS OF DELIVERY

１.装船条件：Terms of Shipment；

离岸加运费价条款：卖方应在本合同第（9）条规定之时间内，将货物由装船口岸直接

船运到中国口岸，在未经征得买方同意前，中途不得转船。货物不得用悬挂买方不能接受国家的旗帜的船只装运。

For CFR Terms： The Sellers shall ship the goods within the time as stipulated in Clause （9） of this Contract by a direct vessel sailing from the port of loading to China Port. Transhipment enroute is not allowed without the Buyers' consent.The goods should not be carried by vessels flying of the countries not acceptable to the Buyers.

离岸价条款：For FOB Terms：

（A）装运本合同货物的船只，由买方或买方运输代理人中国租船公司（地址：北京、二里沟。电报挂号：ZHOUGZU PEKING）租定舱位。卖放应负责将所订货物在本合同第（9）条规定的装船期限内按买方所通知的任何日期装上买方指定的船只。

The shipping space for the contracted goods shall be booked by the Buyers or the Buyers'shipping agent，China National Chartering Corporation （Address： Er LiGou Beijing Cable Address：ZHOUGZU PEKING）。The Sellers shall undertake to load the contracted goods on board the vessel nominated by the Buyers on any date notified by the Buyers， within the time of shipment stipulated in the Clause （9） of this Contract.

（B）货物装运前10—15日，买方应电告卖方合同号、船只名称、船只预计到港日期、装运数量及船运代理人的名称，以便卖方可与该船运代理人联系及安排货物的装运。卖方应将联系结果及时报告买方，如买方因故需要变更船只或有关船只提前或推迟到达情况发生，买方或船运代理人应及时通知卖方。卖方亦应与中租代理保持密切联系。

10—15 days prior to the date of shipment，the Buyers shall inform the Sellers by cable if the contract number，name of vessel， ETA of vessel， quantity to be loaded and the name of shipping agent， so as to enable the latter to contact the shipping agent directly and arrange the shipment of the goods. The Sellers shall cable in time the Buyers of the result thereof. Should，for certain reasons，it become necessary for the Buyers to replace the named vessel with another one， or should the named vessel arrive at the port of shipment earlier or later than the date of arrival as previously notified to the Sellers， the Buyers or their shipping agent shall advise the Sellers to this effect in due time. The Sellers shall also keep close contact with the agent of Zhougzu.

（C）如买方所订船只到达装港后，卖方不能按买方所通知的时间如期装船时，则空舱费及滞期费等一切费用和后果均由卖方负担。但如船只临时撤换、延期或退关等情况而未能及时通知卖方停止发货者，在装港发生的栈租及保险费损失的计算，应以代理通知之装船日期（如货物晚于船代理通知之装船日期抵达装港，应以货物抵港日期）为准，在港口免费堆存期满后第16天起应由买方负担，人力不可抗拒的情况除外，但卖方仍负有载货船只到达装港后立即将货物装船之义务并负担费用及风险。前述各种有关费用均凭原始单据核实支付。

Should the Sellers fail to load the goods，within the time as notified by the Buyers， on board the vessel booked by the Buyers after its arrival at the port of shipment， all expenses such as dead freight， demurrage， etc.，and consequences thereof shall be borne by the Sellers. Should the vessel be withdraw or replaced or delayed eventually or the cargo be shut out，etc.，and the Sellers be not informed in good time to stop delivery of the cargo， the calculation of the loss for storage expenses and insurance premium thus sustained at the loading port should be based on the loading date notified by the agent to the Sellers（or based on the date of the arrival of the cargo at the loading port in case port in case the cargo should arrive there later than the notified loading date）。The above-mentioned loss to be calculated from the 16th day after expiry

of the free storage time at the port should be borne by the Buyers with the exception of Force Majeure. However， the Sellers still undertaked to load the cargo immediately upon the carrying vessel's arrivel at the loading port at their own risks and expenses. The payment of the afore-said expenses shall be effected against presentation of the original vouchers after being checked.

2.装船通知：货物装运完毕后，卖方立即以电报通知买方合同号、货名、所装数量或重量、#5@p金额、船名、起运口岸、开船日期及目的口岸。由于卖方不给上述装船通知电报而导致买方不能及时保险时，则所发生之一切损失均由卖方负责赔偿。

Advice of Shipment： Immediately after completion of loading of goods on board the vessel the Sellers shall advise the Buyers by cable of the contract numver， name of goods， quantity or weight loaded， invoice value， name of vessel， port of shipment， sailing date and port of destination.

Should the Buyers be made unable to arrange insurance in time owing to the Sellers' failure to give the above mentioned advice of shipment by cable， the Sellers shall be held responsible for any and alll damage and/or loss attributable to such failrue.

3.装船单据：Shipping Documents：

（A）卖方凭下列单据向付款银行议付货款：

（a）填写通知目的口岸中国对外贸易运输公司分公司的空白抬头、空白背书的全套已装船清洁海运提单（如系成本加运费条款则注明运费已付，如系离岸价条款则注明运费待收）。（b）已签署的#5@p5份，注明合同号及装船码头。（c）注明尺码的装箱单/或重量单2份。（d）本交货条款第5条规定的品质检验证明书及数量或重量证明书各1份。（e）本交货条款第2条规定的装船港通知电报副本1份。

The Sellers shall present the following documents to the paying bank for negotiation of payment：（a）Full set of clean on board，"freight prepaid" for C﹠F Terms or "freight to collect" for FOB Terms， ocean Bills of Lading ，made out to order and blank endorsed， notifying the Branch of China National Foreign Trade Transportation Corporation at the port of destination.（b） Five copies of signed invoice，indicating contract number and shipping marks.（c）Two copies of packing list and/or weight memo with indication of measurement.（d）One copy each of the certificates of quality and quantity or weight， as stipulated in the Clause 5 of the Terms of Delivery.（e） One duplicate copy of the cable advice of shipment，as stipulated in the Chause 2 of the Terms of Delivery.

（B）卖方需将提单、#5@p及装箱单副本各1份随船带交目的口岸买方收货代理人中国对外贸易运输公司分公司。

The Sellers shall despatch，in care of the carrying vessel， one copy each of the duplicates of Bill of Lading，Invoice and Packing List to the Buyers receiving agent，the Branch of China National Foreign Trade Transportation Corporation at the port of destination.

（C）船启航后立即将1份全套单据副本航空邮寄买方，另2份航空邮寄目的口岸的中国对外贸易运输公司分公司。

Immediately after the departure of the carrying vessel，the Sellers shall airmal one set of the duplicate documents to the Buyers and two sets to the Branch of China National Foreign Trade Transportation Corporation at the port of destination.

4.危险品说明书：凡属危险品及/或有毒货物，卖方必须提供其危险或有毒性质、运输、仓储及装卸注意事项和急救、防治、消防方法的说明书，将此项说明书随同装船单据航空邮寄给买方及目的口岸的中国对外贸易运输公司分公司各3份。

Dangerous Cargo Instruction Leaflets：For dangerous and/or poisonous cargo，the Sellers

must provide instruction leaflets stating the hazardous or poisonous properties，transportation，storage and handling remarks， as well as precautionary and first-aid measures and measures against fire. The Sellers shall airmail， together with other shipping documents， three copies each of the same to the Buyers and the Branch of China National Foreign Trade Transportation Corporation at the port of destination.

5.商品检验：双方同意以制造厂出具之品质及数量或重量检验证明书作为卖方向付款银行议付货款单据之一。但货物的品质及数量或重量的检验应按下列规定办理：

Inspection： It is mutually agreed that the certificates of quality and quantity or weight issued by the Manufacturer shall be part of the documents to be presented to the paying bank for negotiation of payment. However，the inspection of quality and quantity or weight shall be made in accordance with the following：

（A）一般货物：货到目的口岸60天内经中国商品检验局复验，如发现品质或数量或重量与本合同规定不符时，除属于保险公司或船方负责者外，买方凭中国商品检验局出具的检验证明书向卖方提出退货或索赔。因退货或索赔引起的一切费用（包括检验费）及损失均由卖方负担。在此情况下，凡货物适于抽样者，如卖方要求，买方可将样品寄交卖方。 For General Cargo： In case the quality，quantity or Weight of the goods be found not in conformity with those stipulated in this Contract after re-inspection by the china Commodity Inspection Bureau within 60 days after arrival of the goods at the port of destination， the Buyers shall return the goods to or lodge claims against the Sellers for compensation of losses upon the strength of Inspection Certificate issued by the said Bereau， with the exception of those claims for which the insurers or owners of the carrying vessel are liable. All expenses （including inspection fees） and losses arising from the return of the goods or claims should be borne by the Sellers. In such case， the Buyers may， if so requested， send a sample of the goods in quetion to the Sellers， provided that sampling is feasible.

（B）医药商品：进口的医药商品应受中华人民共和国法律及规章的约束，凡不合格的医药商品不准进口。双方同意本合同所订立此类商品之品质应以货物到达目的口岸后90后内经中国商品检验局检验并以该局所签发之检验证为最后依据，双方均遵守之。不合格货物卖方应予收回，并赔偿买方货款及因退货而遭受的运输、储藏、利息、检验等费用损失。如中国商品检验局检验数量或重量与本合同规定不符时，买方有权在货物运抵目的地口岸60天内凭中国商品检验局的检验证向卖方提出索赔。

For pharmaceutical： Pharmaceutical imported into China are subject to laws and regulations of the People's Republic of China. Disqualitied pharmaceutical are prohibited to be imported. It is mutually agreed that for the quality of the contracted goods in this category， the Inspection Certificate issued by the China Commodity Inspection Bureau after inspection the goods within 90 days from the date of arrival at the port of destination shall be taken as final and binding upon both parties. The Sellers shall take back all the disqualified goods and compensate the Buyers for the value of the goods plus all losses sustained due to return of the cargo， such freight， storage charges， insurance premium， interest， inspection charges， etc.Should the quantity/weight be found not in conformity with those stipulated in this Contract after inspection by the China Commodity with those stipulated in this Contract after inspection by the China Commodity Inspection Bureau， the Buyers shall have the right to claim against the Sellers for compensation of losses within 60 days after the arrival of the goods at the port of destination on the basis of the Inspection Certificate issued by the said bureau.

6.人力不可抗拒：由于一般公认的人力不可抗拒原因而不能交货或装船迟延，卖方不负

责任。但卖方必须在事故发生时立即电告买方并在事故发生后15天内航空邮寄给买方灾害发生地点之有关政府机关或商会所发给的证件证实灾害存在。除因不可抗力致装船迟延或不能交货外，如卖方不能按合同规定期限内装船，则需要赔偿买方直接由于迟期交货或不能按合同条件交货所遭受之一切损失及费用。人力不可抗拒事故如继续存在60天以上时，买方有权撤销合同或合同中未装运部分。

Force Majerue： The Sellers shallnot be held responsible for late delivery or non-delivery of the goods owing to generally recognized "Force Majerue"causes. However，in such case，the Sellers shall immediately cable the Buyers the accident and airmail to the Buyers within 15 days after the accident， a certificate of the accident issued by the competent government authorities or the chamber of commerce which is located at the place where the accident occurs as evidence thereof. With the exception of late delivery or non-delivery due to "Force Majeure"causes， in case the Sellers fail to make delivery within the time as stipuated in the contract，the Sellers should indemnify the Buyers for all losses and expenses incurred to the latter directly attributable to late delivery or failure to make delivery of the goods in accordance with the terms of this contract.If the "Force Majeuer"cause lasts over 60 days， the Buyers shall have the rigt to cancel the Contract or the undelivered part of the Contract.

7.仲裁：一切因执行本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，此争执应提交中国国际贸易促进委员会对外贸易仲裁委员会， 按照该仲裁委员会仲裁程序暂行规则进行仲裁。仲裁地点在中国北京。仲裁委员会的裁决为终局裁决，对双方均有约束力，对仲裁费用除非仲裁委员会另有决定外，均由败诉一方负担。

Arbitration： All disputes in connection with this Contract or the execution there of shall be amicably settled through negotiation. In case no settlement can be reached between the two Parties， the case under dispute shall be submitted to the Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration. The arbitration shall take place in Beijing，china and shall be executed in accordance with the Provisional Rules of Procedure of the said Commission and the decision made by the Arbitration Commission shall be accepted as final and binding upon both parties. The fees for arbitration shall be borne by the losing Party unless otherwise awarded.