Grammars as Contracts
LexisNexis合同法
L e xis N exi s合同法（用心整理的精品word文档，可以编辑，欢迎下载）作者：------------------------------------------日期：------------------------------------------LexisNexis合同法Chapter 1SOURCES AND DEFINITIONS OF CONTRACT LAW§ 1.01 What is a Contract?A contract is formed in any transaction in which one or both parties make a legally enforceable promise. A promise is a commitment or undertaking that a given event will or will not occur in the future and may be express or implied from conduct or language and conduct. A promise is legally enforceable where it:• was made as part of a bargain for valid consideration;• reasonably induced the promisee to rely on the promise to his detriment; or • is deemed enforceable by a statute despite the lack of consideration.§ 1.02 Types of ContractsContract may be of the following types:1) Express – an agreement manifested by words2) Implied-in-fact – an agreement manifested by conduct3) Implied-in-law ("quasi-contract") – not a true contract but an obligation imposed by a court despite the absence of a promise in order to avoid aninjustice§ 1.03 Sources of Contract Law1) Common Law – in most jurisdictions, contract law is not codified, and thusthe primary source of general contract law is caselaw.2) Restatement – written by the American Law Institute to provide guidance tothe bench and bar, the Restatement of Contracts (currently in the second edition) has no legal force but nevertheless provides highly persuasive authority.3) Uniform Commercial Code (UCC) – created under the auspices of the American Law Institute and the National Conference of Commissioners on Uniform State Laws, has been adopted by every state except Louisiana. Proposed revisions toArticle 2, governing contracts for the sale of goods, have been finalized and presented to the states for enactment.4) United Nations Convention on Contracts for the International Sale of Goods (CISG) – ratified by many of the leading trading nations including the United States and China (but not the United Kingdom and Japan), it governs many transactions for the sale of goods between parties with places of business in different nations.5) UNIDROIT Principles of International Commercial Contracts – non-binding authoritative text similar to the Restatement.6) Uniform Computer Transactions Act (UCITA) – addresses issues arising out of computer licensing but has only been enacted in Virginia and Maryland.7) Uniform Electronic Transactions Act (UETA) – adopted by most states, this act does not affect basic contract doctrine but governs the use of electronic communications. It applies to "transactions," defined as "the conduct of business, commercial or governmental affairs." Thus, it does not govern contracts such as those between family members or with non-profit institutions.8) Electronic Signatures in Global and National Commerce Act (E-Sign) – this federal law allows states to preempt it by enacting the UETA.§ 1.04 Contracts for the Sale of Goods[1] Application of UCCArticle 2 of the Uniform Commercial Code covers all transactions for the sale of goods other than securities (article 9) and leases (article 2A). It applies to any party; it is not limited to merchants although individual provisions may be.[2] "Goods" DefinedUnder the UCC, a "good" is any tangible thing that is moveable. [UCC § 2-105(1)] In addition to manufactured products, "goods" include:• growing crops or timber, unborn young of animals and other identified things attached to land (other than minerals or the like or structures), regardless of who severs them from the land provided that they can be removed without causing material harm to the land• currency exchanged as a commodity (as opposed to the medium of payment for a good)• minerals or the like or a structure or its materials to be removed fromrealty that are to be severed by the sellerThe term "goods" does not encompass:• intangible rights such as intellectual property• investment securities• money which is the medium of payment for goods• minerals or the like or a structure or its materials to be removed fromrealty that are to be severed by the buyer[3] "Sale" DefinedUCC § 2-106(1) defines "sale" as the transfer of title for aprice. Contracts that involve both goods and services must be evaluated tosee which constitutes the primary purpose of the contract, with the secondary purpose being treated as incidental. If the primary function of the contractis to provide a service, the UCC does not apply, even if an incidental sale of goods occurs.[4] "Merchant" DefinedA "merchant" is one "who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill particular to the practices or goods involved in the transaction" or who employs an agent orbroker in such occupation. [UCC § 2-104(1)][5] "Good Faith" DefinedEvery contract for the sale of goods imposes an obligation of good faith dealing on all p arties in its performance and enforcement. [UCC § 1-203] All parties, including non-merchants, are subject to UCC § 1-201(19) which defines "good faith" as "honesty in fact in the conduct or transactionconcerned." Merchants are subject to an additional good faith standard, set forth in UCC § 2-103(1)(b), which requires "honesty in fact and the observanceof reasonable commercial standards of fair dealing in the trade."[6] "Record" DefinedThe proposed revision of Article 2 reflects the contemporary use of electronic communications by substituting all prior references to "writing" with "record," defined in proposed UCC § 1-201(33a) as "either a writing or a retrievable information in a computer's memory, a computer disk, or the like."Chapter 2OVERVIEW OF CONTRACT FORMATION§ 2.01 Mutual AssentContract formation requires mutual assent to the same terms by the parties, generally manifested by an offer and acceptance (see chapters 3 and4). Current law favors an objective standard for determining a party's intent to be contractually bound. Thus, in general, communications are given the meaning that the recipient of the communication should have reasonably understood. Nevertheless subjective intent is relevant in determining whether the parties intended to be bound. Without such subjective intent, there is no contract.§ 2.02 Basis for RemedyA validly formed contract must provide a basis for determining the existence ofa breach and for giving an appropriate remedy [Restatement § 33; UCC § 2-204]. Non-goods contracts, according to the Restatement, must include terms that are sufficiently definite and certain; goods contracts, on the other hand,do "not fail for indefiniteness even if one or more terms are left open if the parties intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy."§ 2.03 Contract Formation by Electronic AgentsProposed new UCC § 2-204(4) recognizes the legal effect of contract formed by electronic agents resulting from:(1) the interaction of electronic agents of the parties, even in the absence of direct participation in such contract by the parties (i.e., the programming of such electronic agents suffices)(2) the interaction of an individual with an electronic agent, e.g., a website, where the individual has the option of refusing or taking action or makes a statement that the individual has reason to know will:(a) cause the electronic agent to complete the transaction; or(b) indicate acceptance of an offer, regardless of other expressions or actions by the individual to which the electronic agent cannot react.§ 2.04 Receipt of Electronic CommunicationsA number of communications relevant to contract formation – such as an offer, revocation of offer, or rejection of offer – are effective upon receipt by the person for whom the communication is intended. In contracts for the sale of goods, any legally effective communication sent by electronic means has effect upon receipt by the intended recipient's electronic system, e.g., e-mailbox, even if he is unaware of such receipt. [proposed new UCC § 2-213]Chapter 3 OFFER§ 3.01 What is an Offer?[1] "Offer" DefinedAn offer is a manifestation of an intent to be contractually bound upon acceptance by another party. An offer creates in the offeree the power to form a contract by an appropriate acceptance. [Restatement § 24][2] Communications that do not constitute offersThe following types of communications, which do not manifest an intent to be contractually bound, do not constitute offers:1) opinions about future results, including professional opinions2) statements of intention (including letters of intent which merely memorialize negotiations)3) invitations to submit a bid4) price estimates – However, where the estimate is deemed to be a factual misrepresentation because it was made by an expert, estoppel may be invoked if the offeree relied to his detriment on the estimate.5) advertisements, catalogs and mass mailings – Courts have ruled that it is unreasonable for one to believe that the merchant intends to be bound with all whom receive or read such literature unless the power of acceptance is clearly limited to the first person(s) that fulfills the act for which the incentive is offered.6) auctions with reserve – An auction is "with reserve" unless announced to the contrary. In an auction with reserve, the auctioneer solicits offers in the form of bids. However, if the auction is announced to be "without reserve," the auctioneer's request for bids or his statement that an item will go to the highest bidder will be deemed an offer.§ 3.02 When is the Offer Effective?[1] Receipt of offerAn offer is not valid until received by the offeree or hisagent. [Restatement § 68][2] Duration of offerIf the offer has a stated time within which the acceptance must be made, any attempted acceptance after the expiration of that time will fail and will merely constitute a counter-offer by the offeree. If no specific time is stated within which the offeree must accept, it is assumed that the offeror intended to keep the offer open for a reasonable period of time, to be determined based on the nature of the proposed contract, trade usage, prior dealings and other circumstances of which the offeree knows or should know.Generally, the time for accepting an offer begins to run from the time it is received by the offeree. If there was a delay in delivery of the offer of which the offeree is aware, the usual inference is that the time runs from the date on which the offeree would have received the offer under ordinary circumstances.Generally, courts hold that in telephonic or face-to-face communications in which an offer is made, the offer lapses when the conversation terminates in the absence of a clear indication that the offer remains open beyond the conversation.§ 3.03 RevocationWith limited exceptions (see [2] below), an offer is generally revocable at any time prior to acceptance.[1] Communication of revocationAn offer may be revoked by any words that communicate to the offeree that the offeror no longer intends to be bound. An offer is also revoked by actionthat is inconsistent with the intent to be bound once the offeree learns of such inconsistent action.[2] Offers that may not be revokedAn offer is irrevocable where:1) there is an option contract in which the offeree gave consideration for an irrevocable offer for some period of time;2) the offeree relied to his detriment upon an implied or express promise by the offeror not to revoke if such detrimental reliance was foreseeable by the offeror;3) the offeree relied to his detriment upon the offer itself if the such detrimental reliance was reasonably foreseeable by the offeror [Restatement § 87(2)]4) in the case of a unilateral contract, the offeree began performance of the promised act to any extent [Restatement § 45] – Upon commencement of performance, the offeror must give the offeree the amount of time specified in the offer (or, in the absence of a specified time, a reasonable time) in which to complete the bargained-for promise. However, the offeree's mere preparation to perform does not preclude the offeror from revoking.5) in goods contracts, a merchant indicates in a signed writing that an offer to buy or sell goods will be held open for the stated time or a reasonable time if no time is specified, not to exceed three months, if no consideration if given [UCC § 2-205][3] Effective time of revocationA revocation is effective upon receipt by the offeree. However, a few jurisdictions (e.g., California, Montana, South Dakota, North Dakota) provide by statute that revocations are to be treated similar to acceptances; thus, courts might interpret these statutes to make a revocation of an offer effective when sent by the offeror.An offeree's power to accept an offer is terminated by:•the death or insanity of the offeror, even without notice to the offeree of such occurrence•death or insanity of the offeree, unless an offer is irrevocable, such as in the case of an option contract•death or destruction of a person or thing essential to performance•the offeree's rejection of the offer, which cannot be reinstated by the offeree's subsequent attempted acceptance.•the offeree's counter-offer, which impliedly manifests a rejection of the offer•revocation of the offer•expiration of the offerChapter 4 ACCEPTANCE§ 4.01 Manner of Acceptance[1] Traditional ApproachTraditionally, the nature of the contract dictated whether the offer could be accepted by a return promise or by actual performance of the promised act.[a] Acceptance by Performance; Unilateral ContractsIn a unilateral contract, the offer empowers the offeree to only accept by complete performance of the promise. The offeree's failure to perform does not constitute a breach since no contract is formed until the offeree renders full performance.Acceptance by Return Promise; Bilateral ContractsIn a bilateral contract, the offers empower the offeree to only accept by return promise. Bilateral contracts are formed upon the giving of the promise to perform an obligation in the future, and failure to fulfill such promise results in breach.[2] Modern ApproachUnder the modern approach, an offer invites acceptance by any means reasonable under the circumstances, unless otherwise indicated by language or circumstances. [UCC § 2-206; Restatement § 30(2)]This approach reflects the fact that many offers do not specify whether acceptance is to be by full performance or promise. A contract may be formed even if an offer clearly indicates that acceptance is to be by promise if:1) the offeree begins to perform, in lieu of making the required promise; and2) the offeror learns of the commencement of performance and acquiesces to such manner of acceptance.[3] Acts Inconsistent with Offeror's Ownership or Receipt of BenefitsThe common law holds that one who receives goods with knowledge or reason to know that they are being offered for a price is bound by the terms of the offer if he exercises dominion or control over such goods or engages in any other act inconsistent with the offeror's ownership. If the act wrongs the offeror, it is deemed a valid acceptance only if ratified by the offeror. Similarly, one who receives benefits from services that he knows or has reason to know arebeing offered with the expectation of compensation, and where he has a reasonable opportunity to reject them, is liable for the reasonable value or stated value of such services. [Restatement § 69][4] Accept ance by silenceSilence may not constitute an acceptance except where:• based on prior dealings between the parties, it is reasonable that the offeree should notify the offeror if he does not intend to accept; or • "where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction, and the offeree in remaining silent and inactiveintends to accept the offer." [Restatement § 69]§ 4.02 Medium of Acceptance Unless the offeror indicates otherwise, the offeree may use anymedium that is reasonable under the circumstances [UCC § 2-206(1)(a)] or, in non-goods contracts, the same medium as was used to communicate the offer or any other medium "customary in similar transactions at the time and place theoffer is received." [Restatement § 65] § 4.03 Notice of Acceptance Theofferor is entitled to notice of the acceptance. Thus, even if the offeree effectively accepts an offer and a contract is formed, failure by the offeree to notify the offeror of the acceptance within a reasonable time may preclude the offerer from enforcing the contract. [Restatement § 54 and § 56][1] Notice of Acceptance by Performance Under common law, where an offer invites acceptance by performance, no notice is required to make the acceptance effective, unless the offeror so specifies. However, if the offeree has reason to know that the offeror has no adequate means of learning of the performance with reasonable promptness and certainty, the offeror's contractual duty will be discharged unless:• the offeree exercises reasonable diligence to notify the offeror of acceptance; or• the offeror learns of the performance within a reasonable time; or• the offer indicates that notification of the acceptance is not necessary.[Restatement § 54]In t ransactions for the sale of goods, where commencement of performance is a reasonable mode of acceptance, if the offeror is not notified of acceptance within a reasonable time, he maytreat the offer as having lapsed prior to acceptance. [UCC § 2-206(2)][2] Notice of Acceptance by Return PromiseWhere the offeree accepts by promise, the offeree must exercise reasonable diligence to notify the offeror of the acceptance or ensure that the offeror seasonably receives the acceptance.[Restatement § 56]§ 4.04 When an Acceptance Becomes Effective Anacceptance becomes effective according to the following rules:1) The offeror may specify when the acceptance will be effective.2) Absent such specification, an acceptance is effective when sent, if sent by reasonable means, e.g., by an authorized medium and with proper postage and correct address.3) If an acceptance is sent by means that are not appropriate or reasonable under the circumstances or if it is improperly dispatched, the acceptance will be effective upon receipt. [Restatement § 66]However, if the acceptance is seasonably but improperly dispatched, it will still be deemed effective whensent if it is received within the time in which a properly dispatchedacceptance would have been received. [Restatement § 67]4) In the case ofoption contracts, an acceptance is not operative until received by the offeror. [Restatement § 63(b)]5) In transactions governed by the CISG, the acceptancebecomes effective when it reaches the offeror.§ 4.05 Late Acceptance Anumber of approaches are applied to communications that are intended as an acceptance but sent after the offer expires:1) the communication may qualify as a counter-offer;2) the offeror may waive the lateness and honor theacceptance;3) if the acceptance is nevertheless sent within a reasonable time, albeit after the offer's stated expiration, the acceptance is valid and results in the formation of a contract if the offeror does not reject it within a reasonable time;4) in transactions governed by the CISG, if the acceptance is late because of a delay in transmission that is apparent from the circumstances, a contract is formed unless the offeror informs the offeree that the acceptanceis too late.§ 4.06 Terms of Acceptance[1] Non-goods ContractsUnder the"mirror image" rule, applied in common law transactions, an acceptance must conform to the terms set forth in the offer. No contract is formed if the acceptance contains terms that are different from or additional to those setforth in the offer. Such communication merely constitutes a counter-offer. The formation of a contract is generally precluded even if the discrepancy is trivial, although courts are now increasingly giving effect toan acceptance if the additional or different terms relate to an immaterial detail. A contract is formed if the offeree unequivocally accepts theofferor's terms, despite a simultaneous suggestion of alternativeterms. Such circumstances merely represent an attempt to modify the terms of an already formed contract based on the original terms, as long as the acceptance is not contingent on the offeror accepting the proposedchanges. [2] Contracts for the sale of goods The UCC rejects the mirrorimage rule. It give effect to a definite and seasonable expression of acceptance even though it contains additional or different terms from those offered, unless the offeree expressly makes the acceptance conditional on the offeror's assent to the different or additional terms. [UCC § 2-207] [a] Additional Terms In contracts where at least one party is a non-merchant, ifthe offeree unambiguously accepts but states additional terms, the terms are construed as mere proposals for modification and the terms of the existing contract are those set forth in the offer.Where both parties are merchants, the additional terms become part of the contract unless:• the offer expresslylimits acceptance to the terms of the offer;• they materially alter it; or•notification of objection to them has already been given or is given within a reasonable time aft er notice of them is received. [UCC § 2-207(2)]Proposed revised § 2-207 eliminates the distinction between transactions where both parties are not merchants and those where both parties aremerchants. Regardless of the nature of the parties, terms in a contractunder the UCC are those that:1) appear in the records of both parties;2) areagreed to by both parties, whether or not contained in a record; and3) are supplied by the UCC by default or gap filler provision.Different Terms Section 2-207 is silent regarding the treatment of different terms but some authorities suggest that they require the offeror's assent, regardless of the merchant-status of the parties.[c] Electronic AgentsWhere an offer is communicated by an electronic program and the offeree has reason to know that he is dealing with an electronic agent not programmed to responds to additional terms or queries, any additional or different terms stated in the acceptance areineffective. [proposed UCC § 2-211(4)] [d] Requirements and Output ContractsA requirement contract is one in which the term of quantity to be delivered is measured by the needs of the buyer. In such contracts, the buyer is not permitted to buy from a third-party supplier; the seller must deliver the required amount of product to the buyer but any excess produced may be sold to third parties.An output contract measures the contract quantity by the output of the seller. The seller is not permitted to sell any of its products to a third party; the buyer must purchase all of the seller's output but may purchase from third party suppliers any excess it needs beyond the seller's output.[3] CISGIn transactions governed by the CISG, a trivial variation of terms in an acceptance from those set forth in the offer does not prevent the formation of a contract unless the offeror objects. [CISG art. 19][4] UNIDROITA contract is formed with agreed terms and any standard terms that are not knocked out due to inconsistency. However, if one party objects to the knocking out of any of its standard terms, no contract isformed. [UNIDROIT art. 2.11][5] UCITAApplying a similar approach to the common law "last shot" rule, the UCITA provides that where a purchaser offers to license software, if an acceptance by the software licensor contains materially different terms, and the software is delivered to the offeror, theterms of the acceptance govern. [UCITA § 204(b)] § 4.07 Rejection of Offer A rejection of an offer by the offeree is effective when received by theofferor. If an offeree dispatches more than one response to an offer, regardless of whether the rejection is sent before or after the acceptance, if the rejection is received later than when the acceptance was dispatched, a contract is formed since an acceptance is effective upon dispatch but a rejection is effective upon receipt. Nevertheless, estoppel may operate to bar enforcement of such a contract where the offeror receives the rejectionbefore the acceptance, and acts in reliance on such rejection.§ 4.08 Acceptance of Terms on Packaging and in Shrinkwrap andClickwrap Standard terms presented on or within product packaging presentspecial problems with respect to contract formation.[1] Shrinkwrapped WarrantiesCases are divided on whether a purchaser is bound by an arbitration clause contained in a limited warranty that is packed within the product boxand shrinkwrapped at the factory where the purchaser is unaware of suchclause. Compare Hill v. Gateway 2000, 105 F.3d 1147 (7th Cir. 1997) (arbitration clause upheld) with Klocek v. Gateway, 104 F. Supp. 2d 1332 (D. Kan. 2000) (arbitration clause not binding on the purchaser).Similarly, when a shrinkwrap package containing a software program contains a printed warning to the effect that unwrapping the package constitutes consent to the terms of the license contained therein, jurisdictions are split as to the binding effect of such license terms on the purchaser. Compare ProCD v. Zeidenberg, 86 F.3d 1447 (7th Cir. 1996) (license terms upheld) with Novell v. Network Trade Ctr.,25 F. Supp. 2d 1218 (D. Utah 1997) (terms not upheld). Under the UCITA, enacted only in Maryland and Virginia, such software license terms are bindingon the licensee.[2] Box-Top LicensesAt least one court has held that if a purchaser is unaware of license terms printed on the box because thetransaction was conducted over the telephone, with no mention by the seller's representative of the license terms, such terms were not binding on the purchaser. Step-Saver Data Systems v. Wyse Technologies, 939 F.2d 91 (3rd Cir. 1991). Reversing the trial court finding that a box-top license was intended as the final expression of the parties' agreement, the court notedthat "[w]hen a disclaimer is not expressed until after the contract is formed, UCC § 2-207 governs the interpretation of the contract, and, between merchants, such disclaimers, to the extent they materially alter the parties' agreement,are not incorporated into the parties agreement." [3] ClickwrapWhere softwareis downloaded from the internet, with the licensee being required to click onthe "I agree" button indicating agreement to the licensor's terms, such conduct is deemed to be a binding acceptance of the licensor's offer. E.g., Specht v. Netscape, 306 F.3d 17 (2nd Cir. 2002).Proposed revised UCC § 2-204 adds new subsection (4)(b), recognizing the validity of acceptances in click-through transactions. (see text at § 2.03 supra)PART II. ISSUES OF ENFORCEABILITY Chapter 5 CONSIDERATION§5.01 Elements of ConsiderationWith some exceptions (see § 5.03), a prom ise must be supported by consideration in order to be enforceable. Consideration requires a bargained exchange in which each party incurs a legal detriment.[1] Bargained exchangeConsideration is a bargained-for performance or return promise which is given by the promisee in exchange for the promisor's promise. Consideration need notbe furnished by or to the parties themselves as long as it is part of the bargained exchange.。
含古体英语的合同6篇
含古体英语的合同6篇篇1Ancient English ContractThis contract is made and entered into on this day of the month of October, in the year of our Lord 2022, between Mr. John Smith, hereinafter referred to as the "Seller," and Mrs. Mary Brown, hereinafter referred to as the "Buyer."Whereas, the Seller agrees to sell and the Buyer agrees to purchase a parcel of land situated in the countryside, known as Green Meadows, consisting of approximately ten acres, together with all the buildings and improvements thereon, for the sum of five hundred pounds sterling.1. Purchase Price: The Buyer agrees to pay the Purchase Price of five hundred pounds sterling to the Seller in full upon signing this Contract.2. Title: The Seller represents that he is the lawful owner of the property and has the right to sell the same, and that the property is free and clear of all encumbrances.3. Inspection: The Buyer shall have the right to inspect the property before the sale is finalized.4. Possession: The Seller agrees to deliver possession of the property to the Buyer on the date of closing, which shall be on the first day of the month of December.5. Closing: The closing of the sale shall take place at the office of the Seller's solicitor, located in the town of Greenburg.6. Taxes and Fees: The Buyer shall be responsible for all taxes and fees associated with the transfer of the property.7. Default: In the event of a default by either party, the party in default shall be liable for all costs and expenses incurred by the other party in enforcing the terms of this Contract.In witness whereof, the parties hereto have set their hands and seals on the day and year first above written.Seller: _______________________ (Seal)Buyer: _______________________ (Seal)Signed, sealed, and delivered in the presence of:Witness:______________________Witness:______________________This Ancient English Contract is hereby executed and shall be binding upon the parties and their respective heirs, executors, administrators, and assigns.Dated this day of October, in the year of our Lord 2022.篇2【含古体英语的合同】This document serves as a binding agreement between the undersigned parties, known henceforth as the "Parties," in relation to the terms and conditions set forth herein. This contract shall be effective as of the date of signing by all Parties involved.I. Parties1.1 The Parties to this contract are as follows:Party A: [Full Legal Name and Address]Party B: [Full Legal Name and Address]II. Purpose2.1 The purpose of this agreement is to define the rights and obligations of the Parties involved in the [Describe the nature of the agreement, e.g., sale of goods, provision of services, etc.].III. Terms and Conditions3.1 The Parties hereby agree to the following terms and conditions:- [List the specific terms and conditions agreed upon by the Parties]- [Include payment schedule, duration of the agreement, delivery terms, and any other relevant details]IV. Consideration4.1 In consideration for the performance of the obligations set forth in this agreement, Party A agrees to pay Party B the sum of [Specify the amount in words and figures] on the following terms:- [Specify the method of payment, such as wire transfer, check, or cash]V. Confidentiality5.1 The Parties agree to maintain the confidentiality of all information disclosed to each other during the course of this agreement. Any proprietary or sensitive information shared between the Parties shall not be disclosed to third parties without prior written consent.VI. Governing Law6.1 This agreement shall be governed by and construed in accordance with the laws of the [Specify the governing jurisdiction, e.g., state or country], without regard to its conflict of laws principles.VII. Dispute Resolution7.1 In the event of a dispute arising between the Parties in relation to this agreement, the Parties agree to resolve the dispute through arbitration in accordance with the rules of [Specify the arbitration institution, e.g., AAA or ICC].VIII. Entire Agreement8.1 This agreement constitutes the entire understanding between the Parties with respect to the subject matter discussed herein and supersedes all prior agreements, understandings, and negotiations, whether written or oral.IN WITNESS WHEREOF, the Parties hereto have executed this agreement as of the date first above written.Party A: [Signature]Party B: [Signature]【合同文档结束】This contract is hereby executed by the Parties in accordance with the terms and conditions set forth above.Signed and sealed this [Date] day of [Month], [Year].[Party A Name] [Party B Name]篇3Ancient English ContractThis agreement, made and entered into on this day of our Lord, between the parties herein mentioned, in consideration of the mutual promises and covenants contained herein, it is hereby agreed as follows:Party of the First Part: The Seller, hereinafter referred to as the "Merchant"Party of the Second Part: The Buyer, hereinafter referred to as the "Purchaser"Witnesseth, that the Merchant shall sell and deliver to the Purchaser the following goods and commodities, to wit: [description of goods].And the Purchaser shall pay to the Merchant the sum of [amount] without delay or hindrance, in full and complete payment for said goods.It is further agreed that the Merchant shall deliver said goods to the Purchaser's place of business within ten days of the date of this agreement, and that the Purchaser shall accept said goods in good order and condition.In witness whereof, the parties have hereunto set their hands and seals on the day and year first above written.Merchant: ______________Purchaser: ______________Signed, sealed, and delivered in the presence of:Witness: ______________Witness: ______________This ancient English contract serves as a binding agreement between the Merchant and the Purchaser, ensuring the sale and delivery of goods in exchange for payment.May this contract serve as a testament to the trust and goodwill between the parties involved.Signed and sealed on this day of our Lord, in the year [year].篇4ContractThis agreement is made this day of __________, 20___, between Party A, hereinafter referred to as the "Seller", and Party B, hereinafter referred to as the "Buyer".The Seller hereby agrees to sell and the Buyer hereby agrees to buy the following goods: [describe the goods in detail here].1. Price and PaymentThe total purchase price for the goods shall be [amount in words] and shall be payable in the following manner: [state payment terms, e.g. 50% deposit upon signing of this contract, balance due upon delivery].2. DeliveryThe Seller shall deliver the goods to the Buyer at [address for delivery] on or before [delivery date]. The Buyer shall bear all costs associated with the delivery of the goods, including but not limited to shipping and handling fees.3. Title and Risk of LossTitle to the goods shall pass to the Buyer upon delivery. Risk of loss shall pass to the Buyer upon delivery as well. The Seller shall not be responsible for any damage or loss of the goods during transit.4. WarrantiesThe Seller warrants that the goods are free from defects in materials and workmanship at the time of delivery. The Buyer shall inspect the goods upon delivery and shall notify the Seller in writing of any defects within [number] days of delivery. The Seller shall repair or replace any defective goods at its own expense.5. Governing LawThis agreement shall be governed by and construed in accordance with the laws of [state/country]. Any disputes arising out of this agreement shall be resolved through arbitration in [city, state/country] in accordance with the rules of the [arbitration association].6. Entire AgreementThis agreement constitutes the entire agreement between the parties with respect to the sale and purchase of the goods described herein. Any amendments or modifications to this agreement must be made in writing and signed by both parties.7. SignaturesIN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first above written.Party A (Seller) Party B (Buyer)[Printed name] [Printed name][Signature] [Signature][Date] [Date]篇5Ancient English AgreementThis agreement, made this day of the year of our Lord, between Party A, hereinafter referred to as the "Lessor," and Party B, hereinafter referred to as the "Lessee," witnesseth the following:1. The Lessor hereby agrees to lease unto the Lessee, and the Lessee hereby agrees to lease from the Lessor, the premises known as [address], for the term of [duration] years commencing on the date hereof.2. The Lessee shall pay to the Lessor the sum of [amount] yearly, in four equal installments on the [day] of [month] in each year, the first payment to be made on the [day] of [month], in the year of our Lord [year].3. The Lessee shall have the right and privilege to quiet and peaceable enjoyment of the premises during the term of thisagreement, provided that the Lessee shall not use or occupy the premises for any unlawful purpose.4. The Lessee shall not assign or underlet the premises, or any part thereof, without the written consent of the Lessor.5. The Lessee shall be responsible for the repair and maintenance of the premises during the term of this agreement, and shall be liable for any damage caused by the negligence or willful misconduct of the Lessee or the Lessee's agents or invitees.6. This agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto.In witness whereof, the parties hereto have executed this agreement on the date and year first above written.Lessor: _______________Lessee: _______________Signed, sealed, and delivered in the presence of:_________________________[Executed in duplicate]This agreement, made and entered into this [day] day of [month], in the year of our Lord [year], between Party A, hereinafter referred to as the "Lessor," and Party B, hereinafter referred to as the "Lessee," witnesseth the following:1. The Lessor hereby agrees to lease unto the Lessee, and the Lessee hereby agrees to lease from the Lessor, the premises known as [address], for the term of [duration] years commencing on the date hereof.2. The Lessee shall pay to the Lessor the sum of [amount] yearly, in four equal installments on the [day] of [month] in each year, the first payment to be made on the [day] of [month], in the year of our Lord [year].3. The Lessee shall have the right and privilege to quiet and peaceable enjoyment of the premises during the term of this agreement, provided that the Lessee shall not use or occupy the premises for any unlawful purpose.4. The Lessee shall not assign or underlet the premises, or any part thereof, without the written consent of the Lessor.5. The Lessee shall be responsible for the repair and maintenance of the premises during the term of this agreement, and shall be liable for any damage caused by the negligence orwillful misconduct of the Lessee or the Lessee's agents or invitees.6. This agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto.7. This agreement shall be governed by the laws of the Kingdom of [Kingdom] and any disputes arising out of or in connection with this agreement shall be settled by arbitration in [City], in accordance with the rules of the [Arbitration Association].In witness whereof, the parties hereto have executed this agreement on the date and year first above written.Lessor: _______________Lessee: _______________Signed, sealed, and delivered in the presence of:_________________________[Executed in duplicate]篇6Ancient English ContractThis Contract made and entered into this day of, in the Year of our Lord, by and between [Party A], hereinafter referred to as the "Seller", and [Party B], hereinafter referred to as the "Buyer".Whereas, the Seller is the lawful owner of certain goods and chattels, as described more fully in Exhibit A attached hereto and incorporated herein by reference; and,Whereas, the Buyer desires to purchase said goods and chattels from the Seller, subject to the terms and conditions contained herein.Now, therefore, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:1. Sale of Goods. The Seller agrees to sell, and the Buyer agrees to purchase, the goods and chattels described in Exhibit A attached hereto and incorporated herein by reference.2. Purchase Price. The purchase price for the goods and chattels shall be [Amount in Words] pounds sterling, payable in lawful money of England on the following terms: [insert payment terms].3. Delivery. The Seller agrees to deliver the goods and chattels to the Buyer on or before [insert delivery date], at the Seller's place of business located at [Seller's Address]. The risk ofloss or damage to the goods and chattels shall pass to the Buyer upon delivery.4. Warranties. The Seller warrants that it has good and marketable title to the goods and chattels, free and clear of any liens or encumbrances. The goods and chattels are sold "as is" with all faults, and the Seller makes no other warranties, express or implied.5. Governing Law. This Contract shall be governed by and construed in accordance with the laws of England.In witness whereof, the parties have executed this Contract as of the date first above written.Seller:_____________________________[Print Name][Signature]Buyer:_____________________________[Print Name][Signature]Exhibit ADescription of Goods and Chattels:[Insert Description]This Contract constitutes the entire agreement between the parties with respect to the sale of the goods and chattels and supersedes all prior agreements and understandings, whether written or oral. This Contract may be amended only in writing signed by both parties.IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first above written.Seller:_____________________________[Print Name][Signature]Buyer:_____________________________[Print Name][Signature]。
合同质疑英语语法
合同质疑英语语法When it comes to scrutinizing contracts, the devil is in the details, and nowhere is this more critical than in the realm of English grammar. A misplaced comma or a dangling modifier can lead to legal ambiguity, opening the door to disputes and potentially costly misunderstandings. As the saying goes, "Words are the voice of the heart," and in the case of contracts, they are the voice of the agreement. Ensuring that every word, every phrase, and every clause is grammatically sound is not just a matter of precision; it's a matter of legal security.To begin with, it's essential to understand that legal documents are rife with jargon and complex constructions. These are not just for show; they serve a purpose. They are designed to be unambiguous and to leave no room for interpretation. However, this complexity can sometimes backfire if not executed with grammatical accuracy. For instance, the use of the passive voice in legal writing can be a double-edged sword. While it can add a formal tone, it can also obscure who is performing the action, leading to confusion.Moreover, subject-verb agreement is a common pitfall. In legal documents, the subjects can be long and complicated, making it easy to lose track of what the verb should agree with. This can result in sentences that, while grammatically correct, are awkward and unclear. It's crucial to maintainclarity and coherence, even when dealing with complex legal subjects.Another area of concern is the use of conditional language. Contracts are filled with "if," "then," and "provided that" clauses. These conditionals are the backbone of contractual obligations, and their grammatical correctness is paramount. A poorly constructed conditional can create loopholes or weaken the enforceability of a contract.Punctuation also plays a vital role. The use of semicolons, colons, and dashes can change the meaning of a sentence dramatically. For example, a semicolon can be used to link two closely related independent clauses, but if misused, it can create a run-on sentence that obscures the intended meaning.In conclusion, the grammar in contracts is not just about following the rules of English; it's about ensuring the integrity and enforceability of the agreement. It's about making sure that the intentions of the parties involved are clearly expressed and legally binding. As contracts are legal instruments with far-reaching consequences, the attention to grammatical detail is not just a formality; it's a necessity.。
法律与商务英语培训材料
In legal English, archaic words (such as "here after", "there in", etc.) and loanwords (such as French word "voice die", Latin word "alias", etc.) are often used, which increases the difficulty and complexity of vocabulary.
Refers to professional English used in the legal field, including legal terminology, legal texts, legal contracts, etc.
Business English
Refers to the English used in business settings, including business communication, business negotiations, business contracts, etc.
High formality
Use formal and standardized vocabulary in business English to avoid colloquial expression.
03
One word polysemy
Many words in business English have multiple meanings and
One word polysemy
英文合同中的assumption
英文合同中的assumption全文共10篇示例，供读者参考篇1Once upon a time, there was a magical contract called an assumption in the land of legal jargon. An assumption is like a secret handshake between two parties that says, "I promise to believe something is true without any proof." Just like when your BFF promises to believe your story about the giant unicorn you saw in your backyard, even though they didn't see it themselves.In the grown-up world of contracts, assumptions are used to make agreements between two parties even stronger. It's kind of like when you and your best friend agree to meet at the park at 3 o'clock, but you both also assume that if it rains, you'll meet at the library instead. It's an unspoken understanding that makes your agreement even more solid.But assumptions in contracts can be a bit trickier than agreeing to meet your BFF at a different location when it rains. They have to be written down in fancy legal language to make sure everyone understands what they're promising to believe istrue. It's kind of like creating a magic spell that binds two parties together in their agreement.For example, let's say you're buying a magic wand from a wizard. The wizard might include an assumption in the contract that says you promise to believe the wand will give you the power to cast spells, even though you haven't tested it out yet. By including this assumption in the contract, the wizard is making sure you understand and agree to trust in the magic of the wand.So, next time you're reading a contract and come across the word "assumption," just remember it's like a secret handshake between two parties that strengthens their agreement. And just like in the land of legal jargon, assumptions can add a touch of magic to any contract, making sure both parties are on the same page and ready to believe in the power of their agreement.篇2Assumptions in a ContractHey guys! Today we're gonna talk about assumptions in a contract. You know, those things that everyone thinks are true but they're not officially written down. Let's dive in!So, what exactly is an assumption in a contract? Well, it's basically something that both parties believe to be true when they're making a deal. Like, say you're buying a new toy from your friend. You both assume that the toy is in good condition and that your friend will give it to you once you pay them.But here's the thing – if those assumptions aren't written down in the contract, then they might not be legally binding. That means if your friend suddenly decides to keep the toy for themselves, you might not have a way to prove that they were supposed to give it to you.That's why it's super important to make sure that all the important assumptions are included in the contract before you sign it. Things like how much money you're gonna pay, when the toy will be delivered, and what happens if there's a problem with the toy.And remember, if there's anything you're not sure about, always ask an adult for help. Contracts can be tricky, but as long as you read them carefully and make sure all the assumptions are clear, you should be good to go!So there you have it, assumptions in a contract. Remember to always double-check everything before you sign on the dotted line. Happy contracting, everyone!篇3Once upon a time, there was a contract between two friends, Lily and Sarah. They wanted to make sure they both understood what they were getting into, so they decided to include a section about assumptions in their contract.In the contract, Lily and Sarah wrote down all the things they assumed about each other. For example, Lily assumed that Sarah would always be on time for their meetings, and Sarah assumed that Lily would always share her snacks with her.But then they realized that assumptions can sometimes lead to misunderstandings. So they decided to clarify their assumptions by writing them down in the contract. They wrote things like, "We assume that if one of us is running late, we will text the other person to let them know."They also added a section about what would happen if their assumptions turned out to be wrong. They agreed that they would talk to each other and try to understand why the assumption was wrong, instead of getting mad at each other.In the end, Lily and Sarah signed their contract and felt really good about it. They knew that by clarifying their assumptions,they were setting themselves up for a successful friendship. And they lived happily ever after. The end.篇4Assumptions in an English ContractHey guys! Today I want to talk to you about something super important when it comes to contracts – assumptions. Now, I know it sounds like a fancy word, but don’t worry, I’ll break it down for you in a way that’s easy to understand.So, what are assumptions in a contract? Basically, assumptions are the things that both parties in the contract believe to be true. It’s like when you and your friend make a deal to trade snacks at recess – you assume that the snacks are yummy and in good condition. If one of you gives the other a rotten apple instead, that’s not cool and your assumption was wrong.In a contract, assumptions are like promises that both sides make to each other. They can be things like how much money will be paid, when the job will be done, or what will happen if one party d oesn’t hold up their end of the deal. By including assumptions in a contract, both parties can make sure they’re on the same page and there are no misunderstandings.But remember, assumptions can be tricky sometimes. If one party doesn’t meet their ass umptions, it can lead to problems and even break the contract. That’s why it’s super important to read the contract carefully, ask questions if you don’t understand something, and make sure both parties agree on all the assumptions.So, next time you’re making a contract –whether it’s trading snacks or something more serious – make sure you both know and agree on the assumptions. That way, everyone can be happy and things can go smoothly. Thanks for listening, guys! Stay cool and keep making those deals. Bye!篇5Assumptions in a ContractHey there! Today, I wanna talk about something super important when you're dealing with contracts. It's called assumptions. But don't worry, I'll break it down for you in a fun and easy way!So, assumptions in a contract are basically things that both parties believe to be true when they sign the contract. It's like saying "I promise to do this and you promise to do that, assuming these things are true." Makes sense, right?Let's say you and your friend make a contract to trade your toys. You assume that your friend will give you their toy and they assume you'll give them yours. But what if you find out later that the toy is broken? That's when assumptions come into play.Assumptions can be about all kinds of stuff – like the condition of something, or the way something works. It's important to be clear about these things before you sign a contract. That way, everyone knows what they're getting into.If one of the assumptions turns out to be wrong, it can cause some big problems. That's why it's so important to talk about these things before you make any promises.So, remember to read and understand the assumptions in a contract before you sign it. It'll save you a lot of trouble later on. Stay smart, kids! Bye for now!篇6Sure, here is a child-like and informal version of an article on "Assumptions in English Contracts":Hey guys, do you know what assumptions are in contracts? It's like when you and your friend make a deal and you boththink something is true but you don't actually talk about it. That's an assumption!Assumptions can be tricky because if you assume something and it's not true, it can cause problems later on. That's why it's super important to be clear and open with each other when making deals.For example, let's say you and your friend decide to trade your toy cars. You assume that your friend's toy car is in good condition, but when you get it, you see that it's all broken. Uh-oh, that's not good!In contracts, assumptions are like hidden rules that everyone agrees on without really saying it out loud. These assumptions can be things like both parties being honest, both parties understanding the terms of the contract, and both parties agreeing to follow the contract.So, next time you make a deal with your friend, remember to talk about all the important stuff, so there are no misunderstandings. It's better to be safe than sorry!篇7Assumptions in an English ContractHey guys! Today, I want to talk about something super important when it comes to English contracts – assumptions. I know it sounds like a big word, but don't worry, I'll break it down for you.So, what are assumptions in a contract? Well, assumptions are basically things that both parties agree on when they sign a contract. They are like promises that both sides make to each other.For example, let's say you and your friend make a contract to trade your toys. You promise that your toy is in good condition and your friend promises that their toy is not broken. These promises are assumptions in the contract.Assumptions can be about all sorts of things like quality, quantity, price, delivery dates, and more. Basically, anything that both parties need to agree on for the contract to work.But, here's the thing – if one party doesn't keep their promises or assumptions, then the contract can be broken. That's why it's super important to make sure that both parties understand and agree on all the assumptions before signing the contract.So, the next time you make a contract, make sure to pay attention to the assumptions. It might seem like a small detail, but it can make a big difference in the long run.That's all for now, see you next time!篇8Once upon a time, there was a magical contract called "Assumption". This contract was very important because it helped two parties understand what they were getting into before making a decision. Let's take a closer look at what assumptions are all about!Assumptions are like the rules of a game - they help everyone know what to expect and how to play. When two parties sign a contract, they are basically agreeing to a set of assumptions about the deal they are making. These assumptions can include things like the timeline for completing the project, the responsibilities of each party, and the consequences if something goes wrong.For example, let's say you and your friend decide to build a treehouse together. You both agree that the treehouse will be finished in one month, that you will split the cost of materials evenly, and that if one of you doesn't hold up their end of thedeal, the other can walk away. These are the assumptions you are making in your contract.But what happens if one of the assumptions turns out to be wrong? Let's say the treehouse takes longer to build than expected. In this case, you and your friend would need to go back to the contract and figure out how to handle the situation. Maybe you both agree to extend the deadline, or maybe you decide to hire someone to help finish the project.Assumptions are important because they help prevent misunderstandings and keep everyone on the same page. They also give both parties a clear idea of what to expect and how to move forward if things don't go as planned. So next time you sign a contract, make sure to pay attention to the assumptions - they might just save the day!篇9Once upon a time, there was a boy named Johnny. Johnny was always curious about the grown-up world and loved pretending to be an adult. One day, he found a contract lying around and decided to take a closer look.The contract was full of big words and complicated sentences, but Johnny was determined to understand it. As heread through the document, he came across a section called "assumptions". Johnny was intrigued by this word and decided to find out what it meant.After doing some research, Johnny learned that assumptions are like beliefs or guesses that both parties make when signing a contract. These assumptions can affect how the contract is carried out and what each party expects from the other.Johnny realized that assumptions are very important in a contract because they help both parties understand what is expected of them. For example, if a contract assumes that a project will be completed within a certain timeframe, both parties need to work together to meet that deadline.As Johnny continued to read through the contract, he realized the importance of clear assumptions in making sure that both parties are on the same page. He also learned that assumptions can help prevent misunderstandings and disagreements down the line.In the end, Johnny understood that assumptions are not just for grown-ups, but can also be helpful for kids like him. He decided to always pay attention to assumptions in any contract he came across, so he could be sure to understand the terms andconditions. And from that day on, Johnny felt a little more like a grown-up himself.篇10Title: Let's Talk About Assumptions in ContractsHey guys! Today I want to talk to you about something called assumptions in contracts. Don't worry, it's not as complicated as it sounds!So, what are assumptions? Assumptions are basically things that both parties in a contract believe to be true when they sign the contract. They are like promises that both sides make to each other, saying, "I assume this will happen."For example, let's say you're buying a toy from your friend. You both agree that the toy is in good condition and that it will be delivered to you on Friday. These are the assumptions in your contract – that the toy is in good condition and that it will be delivered on Friday.But what happens if the toy is broken when it arrives on Friday? That's when assumptions can get tricky. If the toy is not in the condition you assumed it would be, you might need to goback and look at your contract to see if there's anything in there about what happens in this situation.So, the lesson here is to always be clear about the assumptions in your contracts. Make sure both parties are on the same page about what they are assuming will happen. This way, if things go wrong, you'll have a clear plan for how to fix it.In conclusion, assumptions are an important part of any contract. They help both parties understand what they are agreeing to and what they can expect from each other. So next time you're signing a contract, make sure you know what assumptions you're making – it could save you a lot of trouble later on!That's all for today, folks. Thanks for listening and until next time, take care!。
有名合同的法律英语
有名合同的法律英语The Legal English of Famous Contracts.Contracts, being the lifeblood of any business transaction, are crucial in ensuring the rights and obligations of parties are clearly defined and upheld. Among these contracts, there exist certain types that have gained prominence due to their widespread use and legal significance. These are known as "famous contracts" or "typical contracts," and they cover a diverse range of transactions and agreements.1. Sale of Goods Contract.A sale of goods contract involves the transfer of ownership of goods from a seller to a buyer for a consideration (price). This contract outlines the description of the goods, the price, the terms of payment, delivery details, and any warranties or guarantees provided by the seller. The legal principles governing this type ofcontract are typically found in the Sale of Goods Act, which ensures fairness and transparency in commercial transactions.2. Contract of Employment.An employment contract establishes the terms and conditions of an employment relationship between an employer and an employee. It covers issues such as job duties, salary, working hours, holidays, sick leave, and termination of employment. This contract is governed by labor laws and regulations, which aim to protect the rights of workers and ensure fair treatment in the workplace.3. Lease Agreement.A lease agreement is a contract whereby one party (the landlord) grants the use of property to another party (the tenant) for a specified period and a rental fee. This contract details the property being leased, the duration of the lease, the amount of rent, and any other terms and conditions related to the use and maintenance of theproperty. Landlord-tenant law regulates lease agreements and ensures that both parties' rights are protected.4. Loan Agreement.A loan agreement outlines the terms and conditions of a loan made by a lender to a borrower. This contractspecifies the amount of the loan, the interest rate, the repayment schedule, and any collateral or security provided by the borrower. The law governing loan agreements aims to protect the interests of both the lender and the borrower, ensuring fairness and transparency in financial transactions.5. Agency Agreement.An agency agreement exists when one party (the agent)is authorized to act on behalf of another party (the principal) in performing certain tasks or transactions. This contract defines the scope of the agent's authority, the terms of compensation, and the duties and obligations of both the agent and the principal. Agency law regulatesthese agreements and ensures that the agent acts in the best interests of the principal.6. Partnership Agreement.A partnership agreement is a contract between two or more individuals or entities who agree to carry on a business together. This contract outlines the contributions of each partner, their share in the profits and losses, management responsibilities, and any other terms and conditions related to the partnership. Partnership law governs these agreements and ensures that the rights and obligations of each partner are upheld.In conclusion, famous contracts are the backbone of business transactions and commercial relationships. They provide a legal framework that ensures fairness, transparency, and enforceability of agreements. By understanding the legal principles and requirements of these contracts, parties can enter into transactions with confidence, knowing that their rights and interests are protected.。
美国合同法简介英语文章
美国合同法简介英语文章Contract law is a fundamental aspect of the legal system in the United States. It governs the creation and enforcement of agreements between parties, and is based on a combination of statutes, common law, and the Uniform Commercial Code (UCC). The principles of contract law are designed to provide a framework for parties to enter into binding agreements and to protect their rights and obligations.Contracts are legally binding agreements between two or more parties that create obligations to do or not docertain things. In order to be enforceable, a contract must meet certain requirements, including offer, acceptance, consideration, legality, capacity, and consent. These elements ensure that the parties have reached a mutual understanding and agreement, and that the contract is fair and not obtained through coercion or fraud.One of the key principles of contract law is the concept of "meeting of the minds," which means that the parties must have a mutual understanding and intention to be bound by the terms of the contract. This requires clearcommunication and a shared understanding of the terms and conditions of the agreement.Another important principle is the doctrine of consideration, which requires that each party to thecontract must give something of value in exchange for the promises made by the other party. This can be money, goods, services, or even a promise to refrain from doing something.Contracts can take many forms, including written, oral,or implied. However, certain types of contracts, such as those involving the sale of goods, real estate, orcontracts that cannot be performed within one year, must be in writing to be enforceable under the statute of frauds.When a party breaches a contract, the non-breachingparty may seek legal remedies, such as damages, specific performance, or cancellation of the contract. The specific remedies available will depend on the nature of the breach and the terms of the contract.In conclusion, contract law is a vital component of the legal system in the United States, providing the framework for parties to enter into binding agreements and ensuring that their rights and obligations are protected.Understanding the principles of contract law is essentialfor businesses and individuals alike, as contracts are a fundamental aspect of everyday transactions and relationships.合同法是美国法律体系中的一个基本方面。
英语合同中的法律词汇
英语合同中的法律词汇Legal Vocabulary in English Contracts.Contracts are legal documents that create binding obligations between parties. They are used in a wide variety of business and personal transactions, from simple sales agreements to complex mergers and acquisitions. As such, it is important to understand the legal terminology used in contracts in order to ensure that you understand your rights and obligations.Some of the most common legal terms used in contracts include:Agreement: A legally binding contract between two or more parties.Breach of contract: A failure to fulfill the terms of a contract.Consideration: Something of value that is exchangedfor a promise.Damages: A payment made to compensate for a breach of contract.Default: A failure to perform a contractual obligation.Force majeure: An event that prevents a party from fulfilling a contractual obligation due to circumstances beyond their control.Indemnity: A promise to reimburse someone for lossesor damages.Liquidated damages: A specific sum of money that is agreed upon in advance as compensation for a breach of contract.Offer: A proposal to enter into a contract.Party: A person or entity that is involved in acontract.Remedies: Actions that can be taken to enforce a contract or compensate for a breach.Term: A provision of a contract.Void: A contract that is not legally binding.Voidable: A contract that can be canceled by one or more of the parties.In addition to these general terms, there are also a number of specific legal terms that may be used in contracts depending on the subject matter of the agreement. For example, a contract for the sale of goods may include terms such as "warranty" and " MERCHANTABILITY". A contract for the provision of services may include terms such as "scope of work" and "performance standards".It is important to carefully review any contract before you sign it to make sure that you understand the terms andconditions. If you have any questions about the legal terminology used in a contract, you should consult with an attorney.中文回答：合同是具有法律约束力的文件，在各方之间建立了具有约束力的义务。
合同法基础原理英文
合同法基础原理英文英文回答：General Principles of Contract Law.Contract law is a body of law that governs the formation, performance, and enforcement of contracts. A contract is a legally binding agreement between two or more parties that creates, modifies, or terminates a legal relationship. The general principles of contract law are designed to ensure that contracts are fair and equitable, and that the parties to a contract are held accountable for their obligations.Formation of a Contract.A contract is formed when there is an offer, acceptance, and consideration. An offer is a proposal to enter into a contract. An acceptance is an agreement to the terms of the offer. Consideration is the exchange of something of valuebetween the parties to a contract. The consideration can be anything of value, such as money, goods, or services.Performance of a Contract.Once a contract is formed, the parties are obligated to perform their respective obligations. The terms of the contract will specify the obligations of each party. The parties must perform their obligations in good faith and in accordance with the terms of the contract.Enforcement of a Contract.If a party to a contract fails to perform their obligations, the other party may seek to enforce the contract. The courts can enforce a contract by ordering the party who breached the contract to perform their obligations, or by awarding damages to the party who was harmed by the breach.General Principles of Contract Law.The general principles of contract law are based on the following concepts:Freedom of contract: The parties to a contract are free to agree to any terms that they wish, as long as the terms are not illegal or against public policy.Sanctity of contracts: Once a contract is formed, it is binding on the parties and must be enforced.Good faith: The parties to a contract must act in good faith and in accordance with the terms of the contract.Equitable remedies: The courts can order equitable remedies, such as specific performance or injunctions, to enforce a contract.Damages: The party who was harmed by a breach of contract may be awarded damages to compensate them fortheir losses.中文回答：合同法的基本原理。
合同法英语专有名词
合同法英语专有名词Contract Law Terminology.Contract law, being a vital component of any legal system, encompasses a myriad of specific terminologies that are unique to this field. These terms are often used in legal documents, court proceedings, and academic discussions, and they play a crucial role in defining the rights and obligations of parties involved in contractual agreements.1. Contract: A legally binding agreement between two or more parties that creates obligations and rights enforceable by law.2. Offer: A proposal made by one party to another, stating their willingness to enter into a contract under certain terms and conditions.3. Acceptance: The positive response to an offer, madeby the party to whom the offer was made, indicating their agreement to the terms and conditions stated.4. Consideration: Something valuable given by one party to another as an inducement to enter into a contract. It serves as the basis for enforcing the contract.5. Bilateral Contract: A contract in which both parties make reciprocal promises to each other, with each party's obligations being conditional upon the other's performance.6. Unilateral Contract: A contract in which one party makes a promise, and the other party's obligation to perform arises from some act other than the promise, such as the happening of an event.7. Void Contract: A contract that is null and void from its inception, meaning it never had any legal effect. This can occur due to various reasons, such as fraud, duress, or illegality.8. Voidable Contract: A contract that is initiallyvalid but can be annulled by either party within a reasonable time based on certain grounds, such as misrepresentation, undue influence, or lack of capacity.9. Breach of Contract: The failure of a party to perform their obligations as stated in the contract, resulting in a violation of the agreement. This can give rise to legal remedies for the aggrieved party.10. Liquidated Damages: An agreed-upon amount of money specified in a contract as compensation for a breach, rather than the actual loss suffered. This amount is meant to be a reasonable estimate of the potential harm caused by the breach.11. Force Majeure: An unforeseeable event or occurrence that is beyond the control of the parties and prevents them from fulfilling their contractual obligations. This can include natural disasters, wars, or government actions.12. Fraud: The intentional misrepresentation of facts or the concealment of material information by one party toanother, inducing the latter to enter into a contract. This renders the contract voidable at the option of the aggrieved party.13. Duress: The use of threats or coercion by one party to compel another to enter into a contract against their will. This also renders the contract voidable.14. Misrepresentation: False statements of fact made by one party to another during the negotiation of a contract, inducing the latter to enter into the agreement. This can be either innocent, negligent, or fraudulent, depending on the circumstances.15. Capacity to Contract: The legal ability of a person to enter into a contract. This generally requires the party to be of sound mind, of legal age, and not disqualified by law from entering into contracts.16. Third-Party Rights: Rights that arise in favor of a person who is not a party to the contract but who is affected by its performance or breach. These rights can becreated by law or by the express terms of the contract.17. Frustration of Purpose: A situation where the performance of a contract becomes impossible orsignificantly more difficult due to an unforeseeable event that was not the fault of either party. This can lead to the termination of the contract or a modification of its terms.18. Performance of Contract: The act of fulfilling the obligations stipulated in a contract by the parties involved. This can include the delivery of goods, the provision of services, or the payment of money.19. Breach of Warranty: The failure of a party tofulfill a warranty or guarantee made in a contract. Warranties are promises made by one party to another about the quality, fitness, or performance of goods or services sold under the contract.20. Contract Interpretation: The process of determining the meaning and intent of a contract when there isuncertainty or ambiguity in its terms. This involves the consideration of various factors, such as the language used, the surrounding circumstances, and the parties' intentionsat the time of contracting.In summary, contract law terminology is extensive and diverse, reflecting the complexity and specificity of this legal field. These terms are crucial for understanding and enforcing contracts, ensuring that the rights andobligations of the parties are upheld and that justice is served.。
Grammars as Contracts
Grammars as ContractsMerijn de Jonge CWI,The NeterlandsJoost Visser CWI,The Netherlandsponent-based development of language tools stands inneed of meta-tool support.This support can be offered by generationof code–libraries or full-fledged components–from syntax definitions.We develop a comprehensive architecture for such syntax-driven meta-tooling in which grammars serve as contracts between components.Thisarchitecture addresses exchange and processing both of full parse treesand of abstract syntax trees,and it caters for the integration of generatedparse and pretty-print components with tree processing components.We discuss an instantiation of the architecture for the syntax definitionformalism S DF,integrating both existing and newly developed meta-tools that support S DF.The ATerm format is adopted as exchange for-mat.This instantiation gives special attention to adaptability,scalability,reusability,and maintainability issues surrounding language tool devel-opment.1IntroductionA need exists for meta-tools supporting component-based construction of language nguage-oriented software engineering areas such as development of domain-specific languages(DSLs),language engineering,and automatic software renovation (ASR)pose challenges to tool-developers with respect to adaptability,scalability,and maintainability of the tool development process.These challenges call for methods and tools that facilitate reuse.One such method is component-based construction of lan-guage tools,and this method needs to be supported by appropriate meta-tooling to be viable.Component-based construction of language tools can be supported by meta-tools that generate code–subroutine libraries or full-fledged components–from syntax def-initions.Figure1shows a global architecture for such meta-tooling.The bold arrows depict meta-tools,and the grey ellipses depict generated code.From a syntax defi-nition,a parse component and a pretty-print component are generated that take input terms into trees and vice versa.From the same syntax definition a library is generated for each supported programming language,which is imported by components that op-erate on these trees.One such component is depicted at the bottom of the picture(more would clutter the picture).Several of these components,possibly developed in different programming languages can interoperate seamlessly,since the imported exchange codeFig1.Architecture for meta-tool support for component based language tool development.Bold arrows are meta-tools.Grey ellipses are generated code.is generated from the same syntax definition.In this paper we will refine the global architecture of Figure1into a comprehensive architecture for syntax-driven meta-tooling.This architecture embodies the idea that grammars can serve as contracts governing all exchange of syntax trees between com-ponents and that representation and exchange of these trees should be supported by a common exchange format.An instantiation of this architecture is available as part of the Transformation Tools package XT.The paper is structured as follows.In Sections2,3,and4we will develop sev-eral perspectives on the architecture.For each perspective we will make an inventory of meta-languages and meta-tools and formulate requirements on these languages and tools.We will discuss how we instantiated this architecture:by adopting or developing specific languages and tools meeting these requirements.In Section5we will combine the various perspectives thus developed into a comprehensive architecture.Applica-tions of the presented meta-tooling will be described in Section6.Sections7,and8 contain a discussion of related work and a summary of our contributions.2Concrete syntax definition and meta-toolingOne aspect of meta-tooling for component based language tool development concerns the generation of code from concrete syntax definitions(grammars).Figure2shows the basic architecture of such tooling.Given a concrete syntax definition,parse and pretty-print components are generated by a parser generator and a pretty-printer generator, respectively.Furthermore,library code is generated,which is imported by tool com-ponents(Figure2shows no more than a single component to prevent clutter).These components use the generated library code to represent parse trees(i.e.concrete syntax trees),read,process,and write them.Thus,the grammar serves as an interface descrip-tion for these components,since it describes the form of the trees that are exchanged.A key feature of this approach is that meta-tools such as pretty-printer and parser generators are assumed to operate on the same input grammar.The reason for this isFig2.Architecture for concrete syntax meta-tools.The concrete syntax definition serves as contract between ponents that import generated library code interoperate with each other and with generated parsers and pretty-printers by exchanging parse trees adhering to the contractual grammar.that having multiple grammars for these purposes introduces enormous maintenance costs in application areas with large,rapidly changing grammars.A grammar serving as interface definition enables smooth interoperation between parse components,pretty-print components and tree processing components.In fact,we want grammars to serve as contracts governing all exchange of trees between components,and having several contracts specifying the same agreement is a recipe for disagreement.Note that our architecture deviates from existing meta-tools in the respect that we assume full parse trees can be produced by parsers and consumed by pretty-printers,not just abstract syntax trees(ASTs).These parse trees contain not only semantically rele-vant information,as do ASTs,but they additionally contain nodes representing literals, layout,and comments.The reason for allowing such concrete syntax information in trees is that many applications,e.g.software renovation,require preservation of layout and comments during tree transformation.2.1Concrete syntax definitionIn order to satisfy our adaptability,scalability and maintainability demands,the concrete syntax definition formalism must satisfy a number of criteria.The syntax definition formalism must have powerful support for modularity and reuse.It must be possible to extend languages without changing the grammar for the base language.This is essen-tial,because each change to a grammar on which tooling is based potentially leads to a modification avalanche.Also,the grammar language must be purely declarative.If not, its reusability for different purposes is compromised.In our instantiation of the meta-tool architecture,the central role of concrete syntax definition language is fulfilled by the Syntax Definition Formalism S DF[9].Figure3 shows an example of an S DF grammar.This example definition contains lexical and context-free syntax definitions distributed over a number of modules.Note that the orientation of productions isflipped with respect to BNF notation.definitionmodule Expexportscontext-free syntaxIdentifier Exp cons(var) Identifier“(”Exp“,”*“)”Exp cons(fcall)“(”Exp“)”Exp bracket module Letexportscontext-free syntaxlet Defs in Exp Exp cons(let)Exp where Defs Exp cons(where)module Defexportsaliases(Identifier“=”Exp)“,”+Defs module Mainimports Exp Let Defexportssorts Explexical syntax[t n]Fig3.An example S DF grammar.S DF offers powerful modularization features.Notably,it allows modules to be mu-tually dependent,and it allows alternatives of the same non-terminal to be spread across multiple modules.For instance,the syntax of a kernel language and the syntaxes of its extensions can be defined in separate modules.Also,mutually dependent non-terminals can be defined in separate modules.Renamings and parameterized modules further fa-cilitate syntax reuse.S DF is a highly expressive syntax definition formalism.Apart from symbol itera-tion constructors,with or without separators,it provides notation for optional symbols, sequences of symbols,optional symbols,and more.These notations for building com-pound symbols can be arbitrarily nested.S DF is not limited to a subclass of context-free grammars,such as LR or LL grammars.Since the full class of context-free syntaxes, as opposed to any of its proper subclasses,is closed under composition(combining two context-free grammars will always produce a grammar that is context-free as well),this absence of restrictions is essential to obtain true modular syntax definition,and“as-is”syntax reuse.S DF offers disambiguation constructs,such as associativity annotations and rela-tive production priorities,that are decoupled from constructs for syntax definition it-self.As a result,disambiguation and syntax definition are not tangled in grammars. This is beneficial for syntax definition reuse.Also,S DF grammars are purely declara-tive,ensuring their reusability for other purposes besides parsing(e.g.code generation, pretty-printing).S DF offers the ability to control the shape of parse trees.The alias construct(see module Def in Figure3)allows auxiliary names for complex sorts to be introduced without affecting the shape of parse trees or abstract syntax trees.Aliases are resolved by a normalization phase during parser generation,and they do not introduce auxiliary nodes.2.2Concrete meta-toolingParsing S DF is supported by generalized LR parser generation[14].In contrast to plain LR parsing,generalized LR parsing is able to deal with(local)ambiguities and thereby removes any restrictions on the context-free grammars.A detailed ar-gument that explains how the properties of GLR parsing contribute to meeting the scalability and maintainability demands of language-centered application areas can be found in[12].The meta-tooling used for parsing in our architecture consist of a parse table generator,and a generic parse component,called sglr,which parses terms using these tables,and generates parse trees[15].Parse tree representation In our architecture instantiation,the parse trees produced from generated parsers are represented in the S DF parse tree format,called AsFix[15]. AsFix trees contain all information about the parsed term,including layout and com-ments.As a consequence,the exact input term can always be reconstructed,and during tree processing layout and comments can be preserved.This is essential in the applica-tion area of software renovation.Full AsFix trees rapidly grow large and become inefficient to represent and ex-change.It is therefore of vital importance to have an efficient representation for AsFix trees available.Moreover,component based software development requires a uniform exchange format to share data(including parse trees)between components.The ATerm format is a term representation suitable as exchange format for which an efficient repre-sentation exists.Therefore AsFix trees are encoded as ATerms to obtain space efficient exchangeable parse trees([5]reports compression rates of over90percent).In Sec-tion3.2we will discuss tree representation using ATerms in more detail.Pretty-printing We use GPP,a generic pretty-printing toolset that has been defined in [11].This set of meta-tools provides the generation of customizable pretty-printers for arbitrary languages defined in S DF.The layout of a language is expressed in terms of pretty-print rules which are defined in an ordered sequence of pretty-print tables.The ordering of tables allows customization by overruling existing formatting rules.The standard distribution of GPP contains a formatter which operates on AsFix parse trees and supports comment preservation.An additional formatter which operates on ASTs is distributed as part of XT.Since GPP is an open system which can be extended and adapted easily,support for new output formats(in addition to plain text,L A T E X,and HTML which are supported by default)and language specific formatters can be incorporated with little effort.3Abstract syntax definition and meta-toolingA second aspect of meta-tooling for component based language tool development con-cerns the generation of code from abstract syntax definitions.Figure4shows the archi-tecture of such tooling.Given an abstract syntax definition,library code is generated, which is used to represent and manipulate ASTs.The abstract syntax definition lan-guage serves as an interface description language for AST components.In other words,ASTASTFig4.Architecture for abstract syntax meta-tools.The abstract syntax definition,prescribing tree structure,serves as a contract between tree processing components.abstract syntax definitions serve as tree type definitions(analogous to XML’s document type definitions).3.1Abstract syntax definitionFor the specification of abstract syntax we have defined a subset of S DF,which we call AbstractS DF.AbstractS DF was obtained from S DF simply by omitting all constructs specific to the definition of concrete syntax.Thus,AbstractS DF allows only productions specifying prefix syntax,and it contains no disambiguation constructs or constructs for specifying lexical syntax.AbstractS DF inherits the powerful modularity features of S DF,as well as the high expressiveness concerning arbitrarily nested compound sorts. Figure5shows an example of an AbstractS DF definition.The need to define separate concrete syntax and abstract syntax definitions would cause a maintenance problem.Therefore,the concrete syntax definition can be an-notated with abstract syntax directives from which an AbstractS DF definition can be generated(see Section3.3below).These abstract syntax directives consist of optional constructor annotations for context-free productions(the“cons”attributes in Figure3) which specify the names of the corresponding abstract syntax productions.3.2Abstract syntax tree representationIn order to meet our scalability demands,we will require a tree representation format that provides the possibility of efficient storage and exchange.However,we do not want a tree format that has an efficient binary instantiation only,since this makes all tooling necessarily dependent on routines for binary encoding.Having a human readable in-stantiation keeps the system open to the accommodation of components for which such routines are not(yet)available.Finally,we want the typing of trees to be optional, in order not to preempt integration with typeless,generic components.For instance,a generic tree viewer should be able to read the intermediate trees without explicit knowl-edge of their types.ASTs are therefore represented in the ATerm format,which is a generic format for representing annotated trees.In[5]a2-level API is defined for ATerms.This API hides a space efficient binary representation of ATerms(BAF)behind interface functions for building,traversing and inspecting ATerms.The binary representation format is baseddefinitionmodule Expexportssyntax“var”(Identifier)Exp “fcall”(Identifier,Exp*)Exp module Letexportssyntax“let”(Defs,Exp)Exp“where”(Exp,Defs)Exp module Defexportsaliases(Identifier Exp)+Defs module Mainimports Exp Let DefFig5.Generated AbstractS DF definition.on maximal subtree sharing.Apart from the binary representation,a plain,human-readable representation is available.AbstractS DF definitions can be used as type definitions for ATerms by language tool components.In particular,the AbstractS DF definition of the parse tree formalism AsFix serves as a type definition for parse trees(See Section2).The AbstractS DF definition of Figure5defines the type of ASTs representing expressions.Thus,the ATerm format provides a generic(type-less)tree format,on which AbstractS DF provides a typed view.3.3Abstract from concrete syntaxThe connection between the abstract syntax meta-tooling and the concrete syntax meta-tooling can be provided by three meta-tools,which are depicted in Figure6.Central in this picture is a meta-tool that derives an abstract syntax definition from a concrete syntax definition.The two accompanying meta-tools generate tools for converting full parse trees into ASTs and vice versa.Evidently,these ASTs should correspond to the abstract syntax definition which has been generated from the concrete syntax definition to which the parse trees correspond.An abstract syntax definition is obtained from a grammar in two steps.Firstly,con-crete syntax productions are optionally annotated with prefix constructor names.To derive these constructor names automatically,the meta-tool sdfcons has been im-plemented.This tool basically collects keywords and non-terminal names from pro-ductions and applies some heuristics to synthesize nice names from these.Non-unique constructors are made unique by adding primes or qualifying with non-terminal names. By manually supplying some seed constructor names,users can steer the operation of sdfcons,which is useful for languages which sparsely contain keywords.Secondly,the annotated grammar is fed into the meta-tool sdf2asdf,yielding an AbstractS DF definition.For instance,the AbstractS DF definition in Figure5was obtained from the S DF definition in Figure3.This transformation basically throws out literals,and replaces mixfix productions by prefix productions,using the associated constructor name.Together with the abstract syntax definition,the converters parsetree2ast and ast2parsetree which translate between parse trees and ASTs are generated.NoteASTASTFig6.Architecture for meta-tools linking abstract to concrete syntax.The abstract syntax defi-nition is now generated from the concrete syntax definition.that thefirst converter removes layout and comment information,while the second in-serts empty layout and comments.Note that the high expressiveness of S DF and AbstractS DF,and their close corre-spondence are key factors for the feasibility of generating abstract from concrete syn-tax.Standard,Yacc-like concrete syntax definition languages are not satisfactory in this respect.Since their expressiveness is low,and LR restrictions require non-natural language descriptions,generating abstract syntax from these languages would result in awkwardly structured ASTs,which burden the component programmers.4Generating library codeIn this section we will discuss the generation of library code(see Figures2and4).Our language tool development architecture contains code generators for several languages and consequently allows components to be developed in different languages.Since ATerms are used as uniform exchange format,components implemented in different programming languages can be connected to each other.4.1Targeting CFor the programming language C an efficient ATerm implementation exists as a sepa-rate library.This implementation consists of an API which hides the efficient binary representation of ATerms based on maximal sharing and provides functions to access, manipulate,traverse,and exchange ATerms.The availability of the ATerm library allows generic language components to be implemented in C which can perform low-level operations on arbitrary parse trees as well as on abstract syntax trees.A more high-level access to parse trees is provided by the code generator asdf2c which,when passed an abstract syntax definition,produces a library of match and build functions.These functions allow easy manipulation of parse trees without having toknow the exact structure of parse trees.These high-level functions are type-preserving with respect to the AbstractS DF definition.4.2Targeting JavaAlso for the Java programming language an implementation of the ATerm API exists which allows Java programs to operate on parse trees and abstract syntax trees.As yet, there is no code generator for Java available to provide high level access and traversals of trees similar to the other supported programming languages.Such a code generator has been designed and is being developed.It will represent syntax trees as object trees, and tree traversals will be supported by generated libraries of refinable visitors.4.3Targeting StrategoOur initial interest was to apply our meta-tooling to program transformation problems, such as automatic software renovation.For this reason we selected the transformational programming language Stratego[16]as thefirst target of code generation.Stratego offers powerful tree traversal primitives,as well as advanced features such as separation of pattern-matching and scope,which allows pattern-matching at arbitrary tree depths. Furthermore,Stratego has built-in support for reading and writing ATerms.Stratego also offers a notion of pseudo-constructors,called overlays,that can be used to operate on full parse trees using a simple AST interface.Two meta-tools support the generation of Stratego libraries from syntax descrip-tions.The library for AST processing is generated by asdf2stratego from an AbstractS DF definition.The library for combined parse tree and AST processing is generated by sdf2stratego from an S DF grammar.The latter library subsumes the former.The Stratego code generation allows programming on parse trees as if they were ASTs.Underneath such AST-style manipulations,parse trees are processed in which hidden layout and literal information is preserved during transformation.This style of programming can be mixed freely with programming directly on parse trees.Since Stratego has native ATerm support,there is no need for generating library code for reading and writing trees.4.4Targeting HaskellWork has also been done on targeting Haskell.Code generated in this case is of var-ious kinds.Firstly,datatypes are generated to represent parse trees and ASTs.These datatypes are quite similar to the signatures generated for Stratego.Secondly,code is generated for reading ATerm representations into these Haskell datatypes and writ-ing them to ATerms.Finally,full-fledged transformation frameworks consisting of (monadic)paramorphisms and corresponding algebras are generated to facilitate purely functional transformational programming.The reader is referred to[13]for details and for a software renovation case study.Note that not only general purpose programming languages of various paradigms can befitted into our architecture,but also more specialized,possibly very high-level lan-plete meta-tooling architecture.The grammar serves as the contract governing all tree exchange.guages.An attribute grammar system,for instance,would be a convenient tool to pro-gram certain tree transformation components.5A comprehensive architectureCombining the partial architectures of the foregoing subsections leads to the complete architecture in Figure7.Thisfigure can be viewed as a refinement of ourfirst general architecture in Figure1,which does not differentiate between concrete and abstract syntax,or between parse trees and ASTs.The refined picture shows that all generated code(libraries and components),and the abstract syntax definition stem from the same source:the grammar.Thus,this grammar serves as the single contract that governs the structure of all trees that are exchanged.In other words,all component interfaces are defined in a single location: the grammar.(When several languages are involved,there are of course equally many grammars.)This single contract approach eliminates many maintenance headaches dur-ing component based development.Of course,careful grammar version management is needed when maintenance due to language changes is not carried out for all components at once.5.1Grammar version managementAny change to a grammar,no matter how small,potentially breaks all tools that depend on it.Thus,sharing grammars between tools or between tool components,which is a crucial feature of our architecture,is potentially at odds with grammar change.To pacify grammar change and grammar sharing,grammar management is needed.To facilitate grammar version management,we established a Grammar Base,in which grammars are stored.Furthermore,we subjected the stored grammars to simple schemes of grammar version numbers and grammar maturity levels.To allow tool builders to unequivocally identify the grammars they are building their tool on,each grammar in the Grammar Base is given a name and a version number.To give tool builders an indication of the maturity of the grammars they are using to build their tools upon,all grammars in the Grammar Base are labeled with a maturity level. We distinguish the following levels:volatile The grammar is still under development.stable The grammar will only be subject to minor changes due to bugfixing. immutable The grammar will never change.Normally,a grammar will begin its life cycle at maturity level volatile.To build exten-sive tooling on such a grammar is unwise,since grammar changes are to be expected that will break this tooling.Once confidence in the correctness of the grammar has grown,usually through a combination of testing,bench-marking,and code inspection, it becomes eligible for maturity level stable.At this point,only very local changes are still allowed on the grammar,usually tofix minor bugs.Tool-builders can safely rely on stable grammars without risking that their tools will break due to grammar changes. Only a few grammars will make it to level immutable.This happens for instance when a grammar is published,and thus becomes afixed point of reference.If the need for changes arises in grammars that are stable or immutable,a new grammar(possibly the same grammar with a new version number)will be initiated instead of changing the grammar itself.5.2Connecting componentsThe connectivity to different programming languages allows components to be devel-oped in the programming language of choice.The use of ATerms for the representation of data allows easy and efficient exchange of data between different components and it enables the composition of new and existing components to form advanced language tools.Exchange between components and the composition of components is supported in several ways.First,components can be combined using standard scripting techniques and data can be exchanged by means offiles.Secondly,the uniform data representation allows for a sequential composition of components in which Unix pipes are used to exchange data from one component to another.Finally,the ToolBus[3]architecture can be used to connect components and define the communication between them.This architecture resembles a hardware communication bus to which individual components can be munication between components only takes place over the bus and is formalized in terms of Process Algebra[1].6ApplicationsOnly preliminary experience is available about actually applying the meta-tooling pre-sented in the previous sections.We will present a selection of such experiences.To start with,the meta-tooling has been applied for its own development,and for the development of some other meta-tools that it is bundled with in the Transforma-tion Tools package XT.These bootstrapflavored applications include the generation of an abstract syntax definition for the parse tree format AsFix from the grammar of S DF.From this abstract syntax definition,a modular Stratego library for transforming AsFix trees was generated and used for the implementation of some AsFix normal-ization components.Also,the tools sdf2stratego,sdfcons,asdf2stratego, sdf2asdf,and many more meta-tools were implemented by parsing,AST processing in one or more components,and pretty-printing.Apart from S DF and AbstractS DF,the domain specific languages BOX(for generic formatting),and B ENCH(for generating benchmark reports),have been implemented with syntax-driven meta-tooling.In the BOX implementation,a grammar for pretty-print tables was built by reusing the S DF grammar and the BOX grammar.New BOX components were implemented in Stratego and connected to existing BOX components programmed in other languages.The generated transformation frameworks for Haskell are being applied to software renovation problems.In[13],a COBOL renovation application is reported.It involves parsing according to a COBOL grammar,applying a number of function transformers to solve a data expansion problem,and unparsing the transformed parse trees.The functional transformers have been constructed by refining a transformation framework generated from the COBOL grammar.Application to the development of documenta-tion generators[8]has commenced.7Related workSyntax-driven meta-tools for language tool development are ubiquitous,but rarely do they address a combination of features such as those addressed in this paper.We will briefly discuss a selection of approaches some of which attain a degree of integration of various features.Parser generators such as Yacc[10]and JavaCC are meta-tools that generate parsers from syntax defipared with S DF and sglr,they offer poor support for modular syntax definition,their input languages are not sufficiently declarative to be reusable for the generation of other components than parsers, and they do not generally target more than a single programming language.The language SYN[4]combines notations for specifying parsers,pretty-printers and abstract syntax in a single language.However,the underlying parser gen-erator is limited to LALR(1),in order to have both parse trees and ASTs,users need to construct two grammars,and code the mapping between trees by hand.Moreover,the expressiveness of the language is much smaller than the expres-siveness of S DF,and the language is not modular.Consequently,SYN and its。
合同法 英语
合同法英语The Contract Law governs the regulations and principles surrounding the formation, execution, and termination of contracts in China. The law is aimed at ensuring fairness, promoting economic development, and protecting the legitimate rights and interests of the parties involved in the contract.The Contract Law consists of nine chapters, which include general provisions, conclusion of contracts, performance of contracts, modification and assignment of contracts, termination and rescission of contracts, liability for breach of contract, liability for unjust enrichment, supplementary provisions, and transitional provisions.Chapter 1 of the Contract Law contains general provisions, including the definition of a contract, the principle of good faith, and the principle of equal protection. It emphasizes that contracts should be voluntarily formed by the parties involved and should not be obtained through fraud, coercion, or other illegal means.Chapter 2 focuses on the conclusion of contracts. It lays out the requirements for the validity of a contract, such as capacity, form, and legality. It also specifies the types of contracts that need to be in writing, such as contracts for the transfer of land-use rights or long-term lease contracts.Chapter 3 addresses the performance of contracts. It details the obligations of the parties involved, such as the obligation to deliver goods or provide services, the obligation to pay the contract price, and the obligation to perform the contract within a specified timeframe.Chapter 4 covers the modification and assignment of contracts. It allows the parties to modify the terms of the contract through mutual agreement or through the exercise of an agreed-upon right. It also allows the parties to assign their rights or obligations under the contract to third parties with the consent of the other party.Chapter 5 deals with the termination and rescission of contracts. It outlines various circumstances under which a contract may be terminated, such as by mutual agreement, by performance, by impossibility, or by breach. It also allows a party to rescind the contract under certain conditions, such as fraud or coercion.Chapter 6 establishes the liability for breach of contract. It sets out the remedies available to the non-breaching party, such as damages, specific performance, or termination of the contract. It also provides guidelines for determining the amount of compensation for damages.Chapter 7 addresses the liability for unjust enrichment. It allows a party to claim compensation if it has provided a benefit to the other party without a legal basis, such as in cases of mistake or violation of public order or social morality.Chapter 8 contains supplementary provisions related to the implementation of the Contract Law. It includes rules on contract interpretation, contract disputes, and the role of arbitration in contract resolution.Finally, the Contract Law includes transitional provisions that specify the application of the law to contracts concluded before its implementation.In conclusion, the Contract Law in China provides a comprehensive legal framework for the formation, execution, and termination of contracts. Its provisions aim to ensure fairness, protect the rights of the parties involved, and promote economic development.。
【英语学习方法】逐步写好法律合同 From Emily
【英语学习方法】逐步写好法律合同 From Emily？法律是严肃的,如果在合同上出现小纰漏或者小疏忽都可能付出极大的代价的怎样写好英文合同呢,Here goes the tips1. Ask your client to list the deal points. This can be in the form of a list, outline or narration. Doing this will help the client focus on the terms of the agreement.2. Engage your client in "what if" scenarios. A good contract will anticipate many possible factual situations and express theparties‘‘ understanding in case those facts arise. Talking to your client about this will generate many issues you may not otherwise consider.3. Ask your client for a similar contract. Frequently, clients have had similar transactions in the past or they have access to contracts for similar transactions.4. Search your office computer or the Internet for a similar form. Many times you can find a similar form on your computer. It may be one you prepared for another client or one you negotiated with another lawyer. Just remember to find and replace the old client‘‘s name. Starting with an existing form saves time and avoids the errors of typing. Here are some Web sites where you can find forms://library.html/~wyman/flo.html/5. Obtain forms in books or CD-ROM. Typical forms of contracts can be found in form books, such as West‘‘s Legal Forms (a nationwide set) and Florida Jur Forms, as well as in treatises and Florida Bar CLE publications. These can be used as the starting point for drafting the contract or as checklists of typical provisions and wording to include in the contract. Many treatises and form books now come with forms on disk or CD-ROM.6. Don‘‘t let your client sign a letter of intent without this wor ding. Sometimes clients are anxious to sign something to show good faith before the contract is prepared. A properly worded letter of intent is useful at such times. Just be sure that the letter of intent clearly states that it is not a contract, but that it is merely an outline of possible terms for discussion purposes. See Appendix C.Writing that First Word7. Start with a simple, generic contract form. The form in Appendix A is such a form. It provides a solid starting point for the structure of the contract. Like a house, a contract must have a good, solid foundation.8. State the correct legal names of the parties in the first paragraph. As obvious as this is, it is one of the most common problems in contracts. For individuals, include full first and last name, and middle initials if available, and other identifying information, if appropriate, such as Jr., M.D., etc. For corporations, check with the Secretary of State where incorporated.9. Identify the parties by nicknames. Giving each party a nickname in the first paragraph will make the contract easier to read. For example, James W. Martin would be nicknamed "Martin."10. Be careful when using legal terms for nicknames. Do not use "Contractor" as a nickname unless that party is legally a contractor. Do not use "Agent" unless you intend for that party to be an agent, and if you do, then you better specify the scope of authority and other agency issues to avoid future disagreements.11. Include a blank for the date in the first paragraph. Putting the date in the first paragraph makes it easy to find after the contract is signed. It also makes it easy to describe the contract in other documents in a precise way, such as the "December 20, 2000, Contract for Sale of Real Estate."12. Include to provide background. Recitals are the "whereas" clauses that precede the body of a contract. They provide a simple way to bring the contract‘‘s reader (party, judge or jury) up to speed on what the contractis about, who the parties are, why they are signing a contract, etc. The first paragraph in the body of the contract can incorporate the recitals by reference and state that they are true and correct. This will avoid a later argument as to whether or not the recitals are a legally binding part of the contract.13. Outline the contract by writing out and underlining paragraph headings in their logical order. The paragraphs should flow in logical, organized fashion. It is not necessary to write them all at once; you can write them as you think of them. Try to group related concepts in the same paragraphs or in adjacent paragraphs. For example, write an employment contract‘‘s initial paragraph headings like this:感谢您的阅读，祝您生活愉快。
合同法英文版
CONTRACT LAW OF P. R. INAAdopted and Promulgated by the Second Session of the Ninth National People‘s Congress on Mar 15, 1999.Translated piled by John Jiang Henry LiuGENERAL PRINCIPLESapter One: General ProvisionsArticle 1 PurposeThis Law is formulated in order to protect the lawful rights and interests of contract parties, to safeguard social and economic order, and to promote socialist modernization.Article 2 Definition of Contract; ExclusionsFor purposes of this Law, a contract is an agreement between natural persons, legal persons or other organizations with equal standing, for the purpose of establishing, altering, or disarging a relationship of civil rights and obligations.An agreement concerning any personal relationship su as marriage, adoption, guardianship, etc. shall be governed by other applicable laws.Article 3 Equal Standing of PartiesContract parties enjoy equal legal standing and neither party may impose its will on the other party.Article 4 Right to Enter into Contract VoluntarilyA party is entitled to enter into a contract voluntarily under the law, and no entity or individual may unlawfully interfere with su right.Article 5 FairnessThe parties shall abide by the principle of fairness in prescribing their respective rights and obligations.Article 6 Good FaithThe parties shall abide by the principle of good faith in exercising their rights and performing their obligations.Article 7 LegalityIn concluding or performing a contract, the parties shall abide by the relevant laws and administrative regulations, as well as observe social ethics, and may not disrt social and economic order or harm the public interests.Article 8 Binding Effect; Legal ProtectionA lawfully formed contract is legally binding on the parties. The parties shall perform their respective obligations in accordance with the contract, and neither party may arbitrarily amend or terminate the contract.A lawfully formed contract is protected by law.apter Two: Formation of ContractsArticle 9 Capacity; Contract through AgentIn entering into a contract, the parties shall have the appropriate capacities for civil rights and civil acts.A party may appoint an agent to enter into a contract on its behalf under the law. Article 10 Forms of Contract; Writing RequirementA contract may be made in a writing, in an oral conversation, as well as in any other form.A contract shall be in writing if a relevant law or administrative regulation so requires.A contract shall be in writing if the parties have so agreed.Article 11 Definition of WritingA writing means a memorandum of contract, letter or electronic message (including telegram, telex, facsimile, electronic data exange and electronic mail), etc. whi is capable of expressing its contents in a tangible form.Article 12 Terms of ContractThe terms of a contract shall be prescribed by the parties, and generally include the following:(i) names of the parties and the domiciles thereof;(ii) subject matter;(iii) quantity;(iv) quality;(v) price or remuneration;(vi) time, place and method of performance;(vii) liabilities for brea of contract;(viii) method of dispute resolution.The parties may enter into a contract by referencing a model contract for the relevant contract category.Article 13 Offer-AcceptanceA contract is concluded by the exange of an offer and an acceptance.Article 14 Definition of OfferAn offer is a party‘s manifestation of intention to enter into a contract with the other party, whi shall ply with the following:(i) Its terms are specific and definite;(ii) It indicates that on acceptance by the offeree, the offeror will be bound thereby. Article 15 Invitation to OfferAn invitation to offer is a party‘s manifestation of intention to invit e the other party to make an offer thereto. A delivered price list, announcement of auction, call for tender, prospectus, or mercial advertisement, etc. is an invitation to offer.A mercial advertisement is deemed an offer if its contents meet the requirements of an offer.Article 16 Effectiveness of Offer, Offer through Electronic MessageAn offer bees effective when it reaes the offeree.When a contract is concluded by the exange of electronic messages, if the recipient of an electronic message has designated a specific system to receive it, the time when the electronic message enters into su specific system is deemed its time of arrival; if no specific system has been designated, the time when the electronic message first enters into any of the recipi ent‘s systems is deemed its time of arrival.Article 17 Withdrawal of OfferAn offer may be withdrawn. The notice of withdrawal shall rea the offeree before or at the same time as the offer.Article 18 Revocation of OfferAn offer may be revoked. The notice of revocation shall rea the offeree before it has dispated a notice of acceptance.Article 19 Irrevocable OfferAn offer may not be revoked:(i) if it expressly indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable;(ii) if the offeree has reason to regard the offer as irrevocable, and has undertaken preparation for performance.Article 20 Extinguishment of OfferAn offer is extinguished in any of the following circumstances:(i) The notice of rejection reaes the offeror;(ii) The offeror lawfully revokes the offer;(iii) The offeree fails to dispat its acceptance at the end of the period for acceptance; (iv) The offeree makes a material ange to the terms of the offer.Article 21 Definition of AcceptanceAn acceptance is the offeree‘s manifestation of intention to assent to an offer. Article 22 Mode of Acceptance; Acceptance by ConductAn acceptance shall be manifested by notification, except where it may be manifested by conduct in accordance with the relevant usage or as indicated in the offer.Article 23 Timely Dispat of AcceptanceAn acceptance shall rea the offeror within the period prescribed in the offer.Where the offer does not prescribe a period for acceptance, the acceptance shall rea the offeror as follows:(i) Where the offer is made orally, the acceptance shall be dispated immediately, unless otherwise agreed by the parties;(ii) Where the offer is made in a non-oral manner, the acceptance shall rea the offeror within a reasonable time.Article 24 mencement of the Period for AcceptanceWhere an offer is made by a letter or a telegram, the period for acceptance mences on the date shown on the letter or the date on whi the telegram is handed in for dispat. If the letter does not specify a date, the period mences on the posting date stamped on the envelop. Where the offer is made through an instantaneous munication device su as telephone or facsimile, etc., the period for acceptance mences once the offer reaes the offeree.Article 25 Contract Formed on Effectiveness of AcceptanceA contract is formed once the acceptance bees effective.Article 26 Effectiveness of AcceptanceA notice of acceptance bees effective once it reaes the offeror. Where the acceptance does not require notification, it bees effective once an act of acceptance is performed in accordance with the relevant usage or as required by the offer.Where a contract is concluded by the exange of electronic messages, the time of arrival of the acceptance shall be governed by Paragraph 2 of Article 16 hereof. Article 27 Withdrawal of AcceptanceAn acceptance may be withdrawn. The notice of withdrawal shall rea the offeror before or at the same time as the acceptance.Article 28 Late AcceptanceAn acceptance dispated by the offeree after expiration of the period for acceptance constitutes a new offer, unless the offeror timely advises the offeree that the acceptance is valid.Article 29 Delayed Tranission of AcceptanceIf the offeree dispated its acceptance within the period for acceptance, and the acceptance, whi would otherwise have reaed the offeror in due time under normal circumstances, reaes the offeror after expiration of the period for acceptance due to any other reason, the acceptance is valid, unless the offeror timely advises the offeree that the acceptance has been rejected on grounds of the delay.Article 30 Acceptance Containing Material angeThe terms of the acceptance shall be identical to those of the offer. A purported acceptance dispated by the offeree whi materially alters the terms of the offer constitutes a new offer. A ange in the subject matter, quantity, quality, price or remuneration, time, place and method of performance, liabilities for brea of contract or method of dispute resolution is a material ange to the terms of the offer.Article 31 Acceptance Containing Non-material angesAn acceptance containing nonmaterial anges to the terms of the offer is nevertheless valid and the terms thereof prevail as the terms of the contract, unless the offeror timely objects to su anges or the offer indicated that acceptance may not contain any ange to the terms thereof.Article 32 Time of Formation in Case of Memorandum of ContractWhere the parties enter into a contract by a memorandum of contract, the contract is formed when it is signed or sealed by the parties.Article 33 Time of Formation in Case of Letters or Electronic Messages; Confirmation LetterWhere the parties enter into a contract by the exange of letters or electronic messages, one party may require execution of a confirmation letter before the contract is formed. The contract is formed on execution of the confirmation letter.Article 34 Place of Formation; Electronic MessagesThe place where the acceptance bees effective is the place of formation of a contract. Where a contract is concluded by the exange of electronic messages, the recipient‘s main place of business is the place of formation of the contract; if the recipient does not have a main place of business, its habitual residence is the place of formation of the contract. If the parties have agreed otherwise, su agreement prevails.Article 35 Place of Formation in Case of Memorandum of ContractWhere a contract is concluded by a memorandum of contract, its place of formation is the place where the parties sign or seal the contract.Article 36 Effect of Failure to Conclude Contract in WritingWhere a contract is to be concluded by a writing as required by the relevant law or administrative regulation or as agreed by the parties, if the parties failed to conclude the contract in writing but one party has performed its main obligation and the other party has accepted the performance, the contract is formed.Article 37 Effect of Failure to Sign in Case of Memorandum of ContractWhere a contract is to be concluded by a memorandum of contract, if prior to signing or sealing of the contract, one party has performed its main obligation and the other party has accepted the performance, the contract is formed.Article 38 Contract under State Mandatory PlanWhere the state has, in light of its requirements, issued a mandatory plan or state purase order, the relevant legal persons and other organizations shall enter into a contract based on the rights and obligations of the parties prescribed by the relevant laws and administrative regulations.Article 39 Standard Terms; Duty to Call AttentionWhere a contract is concluded by way of standard terms, the party splying the standard terms shall abide by the principle of fairness in prescribing the rights and obligations of the parties and shall, in a reasonable manner, call the other party‘s attention to the provision(s) whereby su party‘s liabilities are excluded or limited, and shall explain su provision(s) on request by the other party.Standard terms are contract provisions whi were prepared in advance by a party for repeated use, and whi are not negotiated with the other party in the course of concluding the contract.Article 40 Invalidity of Certain Standard TermsA standard term is invalid if it falls into any of the circumstances set forth in Article52 and Article 53 hereof, or if it excludes the liabilities of the party splying su term, increases the liabilities of the other party, or deprives the other party of any of its material rights.Article 41 Dispute Concerning Construction of Standard TermIn case of any dispute concerning the construction of a standard term, su term shall be interpreted in accordance with mon sense. If the standard term is subject to two ormore interpretations, it shall be interpreted against the party splying it. If a discrepancy exists between the standard term and a non-standard term, thenon-standard term prevails.Article 42 Pre-contract LiabilitiesWhere in the course of concluding a contract, a party engaged in any of the following conducts, thereby causing loss to the other party, it shall be liable for damages:(i) negotiating in bad faith under the pretext of concluding a contract;(ii) intentionally concealing a material fact relating to the conclusion of the contract or splying false information;(iii) any other conduct whi violates the principle of good faith.Article 43 Trade Secrets; Liability for Disclosure or Improper UseA party may not disclose or improperly use any trade secret whi it became aware of in the course of negotiating a contract, regardless of whether a contract is formed. If the party disclosed or improperly used su trade secret, thereby causing loss to the other party, it shall be liable for damages.apter Three: Validity of ContractsArticle 44 Effectiveness of ContractA lawfully formed contract bees effective on its formation.Where effectiveness of a contract is subject to any procedure su as approval or registration, etc. as required by a relevant law or administrative regulation, su provision applies.Article 45 Conditions Precedent; Conditions Subsequent; Improper Impairment or FacilitationThe parties may prescribe that effectiveness of a contract be subject to certain conditions. A contract subject to a condition precedent bees effective once su condition is satisfied. A contract subject to a condition subsequent is extinguished once su condition is satisfied.Where in order to further its own interests, a party improperly impaired the satisfaction of a condition, the condition is deemed to have been satisfied; where a party improperly facilitated the satisfaction of a condition, the condition is deemed not to have been satisfied.Article 46 Contract TermThe parties may prescribe a term for a contract. A contract subject to a time of mencement bees effective at su time. A contract subject to a time of expiration isextinguished at su time.Article 47 Contract by Person with Limited CapacityA contract concluded by a person with limited capacity for civil act is valid on ratification by the legal agent thereof, provided that a contract from whi su person accrues benefits only or the conclusion of whi is appropriate for his age, intelligence or mental health does not require ratification by his legal agent.The other party may demand that the legal agent ratify the contract within one month. If the legal agent fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.Article 48 Contract by Unauthorized AgentAbsent ratification by the principal, a contract concluded on his behalf by a person who lacked agency authority, who acted beyond his agency authority or whose agency authority was extinguished is not binding on the principal unless ratified by him, and the person performing su act is liable.The other party may demand that the principal ratify the contract within one month. Where the principal fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.Article 49 Contract by Person with Apparent Agency AuthorityWhere the person lacking agency authority, acting beyond his agency authority, or whose agency authority was extinguished concluded a contract in the name of the principal, if it was reasonable for the other party to believe that the person performing the act had agency authority, su act of agency is valid.Article 50 Contract Executed by Legal RepresentativeWhere the legal representative or the person-in-arge of a legal person or an organization of any other nature entered into a contract acting beyond his scope of authority, unless the other party knew or should have known that he was acting beyond his scope of authority, su act of representation is valid.Article 51 Unauthorized Disposal of Property through ContractWhere a piece of property belonging to another person was disposed of by a person without the to do so, su contract is nevertheless valid once the person with the to its disposal has ratified the contract, or if the person lacking the to dispose of it when the contract was concluded has subsequently acquired su .Article 52 Invalidating CircumstancesA contract is invalid in any of the following circumstances:(i) One party induced conclusion of the contract through fraud or duress, thereby harming the interests of the state;(ii) The parties colluded in bad faith, thereby harming the interests of the state, the collective or any third party;(iii) The parties intended to conceal an illegal purpose under the guise of a legitimate transaction;(iv) The contract harms public interests;(v) The contract violates a mandatory provision of any law or administrative regulation.Article 53 Invalidity of Certain Exculpatory ProvisionsThe following exculpatory provisions in a contract are invalid:(i) excluding one party‘s liability for personal injury caused to the other party;(ii) excluding one party‘s liability for property loss caused to the other party by its intentional misconduct or gross negligence.Article 54 Contract Subject to Amendment or CancellationEither of the parties may petition the People‘s Court or an arbitration institution for amendment or cancellation of a contract if:(i) the contract was concluded due to a material mistake;(ii) the contract was grossly unconscionable at the time of its conclusion.If a party induced the other party to enter into a contract against its true intention by fraud or duress, or by taking advantage of the other party‘s hardship, the aggrieved party is entitled to petition the People‘s Court or an arbitration institution for amendment or cancellation of the contract.Where a party petitions for amendment of the contract, the People‘s Court or arbitration institution may not cancel the contract instead.Article 55 Extinguishment of Cancellation RightA party‘s cancellation right is extinguished in any of the following circumstances: (i) It fails to exercise the cancellation right within one year, mencing on the date when the party knew or should have known the cause for the cancellation;(ii) on being aware of the cause for cancellation, it waives the cancellation right by express statement or by conduct.Article 56 Effect of Invalidation or Cancellation; Partial Invalidation or CancellationAn invalid or canceled contract is not legally binding ab initio. Where a contract is partially invalid, and the validity of the remaining provisions thereof is not affected as a result, the remaining provisions are nevertheless valid.Article 57 Independence of Dispute Resolution ProvisionThe invalidation, cancellation or disarge of a contract does not impair the validity of the contract provision concerning the method of dispute resolution, whi exists independently in the contract.Article 58 Remedies in Case of Invalidation or CancellationAfter a contract was invalidated or canceled, the parties shall make restitution of any property acquired thereunder; where restitution in kind is not possible or necessary, allowance shall be made in money based on the value of the property. The party at fault shall indemnify the other party for its loss sustained as a result. Where both parties were at fault, the parties shall bear their respective liabilities accordingly. Article 59 Remedies in Case of Collusion in Bad FaithWhere the parties colluded in bad faith, thereby harming the interests of the state, the collective or a third person, any property acquired as a result shall be turned over to the state or be returned to the collective or the third person.apter Four: Performance of ContractsArticle 60 Full Performance; Performance in Good FaithThe parties shall fully perform their respective obligations in accordance with the contract.The parties shall abide by the principle of good faith, and perform obligations su as notification, assistance, and confidentiality, etc. in light of the nature and purpose of the contract and in accordance with the relevant usage.Article 61 Indeterminate Terms; Splementary AgreementIf a term su as quality, price or remuneration, or place of performance etc. was not prescribed or clearly prescribed, after the contract has taken effect, the parties may splement it through agreement; if the parties fail to rea a splementary agreement, su term shall be determined in accordance with the relevant provisions of the contract or in accordance with the relevant usage.Article 62 Gap FillingWhere a relevant term of the contract was not clearly prescribed, and cannot be determined in accordance with Article 61 hereof, one of the following provisions applies:(i) If quality requirement was not clearly prescribed, performance shall be in accordance with the state standard or industry standard; absent any state or industry standard, performance shall be in accordance with the customary standard or any particular standard consistent with the purpose of the contract;(ii) If price or remuneration was not clearly prescribed, performance shall be in accordance with the prevailing market price at the place of performance at the time the contract was concluded, and if adoption of a price mandated by the government or based on government issued pricing guidelines is required by law, su requirement applies;(iii) Where the place of performance was not clearly prescribed, if the obligation is payment of money, performance shall be at the place where the payee is located; if the obligation is delivery of immovable property, performance shall be at the place where the immovable property is located; for any other subject matter, performance shall be at the place where the obligor is located;(iv) If the time of performance was not clearly prescribed, the obligor may perform, and the obligee may require performance, at any time, provided that the other party shall be given the time required for preparation;(v) If the method of performance was not clearly prescribed, performance shall be rendered in a manner whi is conducive to realizing the purpose of the contract; (vi) If the party responsible for the expenses of performance was not clearly prescribed, the obligor shall bear the expenses.Article 63 Performance at Government Mandated PriceWhere a contract is to be implemented at a price mandated by the government or based on government issued pricing guidelines, if the government adjusts the price during the prescribed period of delivery, the contract price shall be the price at the time of delivery. Where a party delays in delivering the subject matter, the original price applies if the price has increased, and the new price applies if the price has decreased. Where a party delays in taking delivery or making payment, the new price applies if the price has increased, and the original price applies if the price has decreased.Article Performance toward a Third PersonWhere the parties prescribed that the obligor render performance to a third person, if the obligor fails to render its performance to the third person, or renderednon-conforming performance, it shall be liable to the obligee for brea of contract.Article 65 Performance by a Third PersonWhere the parties prescribed that a third person render performance to the obligee, if the third person fails to perform or rendered non-conforming performance, the obligor shall be liable to the obligee for brea of contract.Article 66 Simultaneous PerformanceWhere the parties owe performance toward ea other and there is no order of performance, the parties shall perform simultaneously. Prior to performance by the other party, one party is entitled to reject its requirement for performance. If the other party rendered non-conforming performance, one party is entitled to reject its corresponding requirement for performance.Article 67 Consecutive PerformanceWhere the parties owe performance toward ea other and there is an order of performance, prior to performance by the party required to perform first, the party who is to perform subsequently is entitled to reject its requirement for performance. If the party required to perform first rendered non-conforming performance, the party who is to perform subsequently is entitled to reject its corresponding requirement for performance.Article 68 Right to Suspend PerformanceThe party required to perform first may suspend its performance if it has conclusive evidence establishing that the other party is in any of the following circumstances: (i) Its business has seriously deteriorated;(ii) It has engaged in transfer of assets or withdrawal of funds for the purpose of evading debts;(iii) It has lost its business creditworthiness;(iv) It is in any other circumstance whi will or may cause it to lose its ability to perform.Where a party suspends performance without conclusive evidence, it shall be liable for brea of contract.Article 69 Notification on Suspension of Performance; TerminationIf a party suspends its performance in accordance with Article 68 hereof, it shall timely notify the other party.If the other party provides appropriate assurance for its performance, the party shall resume performance. After performance was suspended, if the other party fails to regain its ability to perform and fails to provide appropriate assurance within areasonable time, the suspending party may terminate the contract.Article 70 Difficulty in Rendering Performance Due to binationWhere after effecting bination, division, or ange of domicile, the obligee failed to notify the obligor, thereby making it difficult to render performance, the obligor may suspend its performance or place the subject matter in escrow.Article 71 Right to Reject Early Performance; ExceptionThe obligee may reject the obligor‘s early performance, except where su early performance does not harm the obligee‘s interests.Any additional expense incurred by the obligee due to the obligor‘s early performance shall be borne by the obligor.Article 72 Right to Reject Partial Performance; ExceptionAn obligee may reject the obligor‘s partial performance, except where su partial performance does not harm the obligee‘s interests.Any additional expense incurred by the obligee due to the obligor‘s partial performance shall be borne by the obligor.Article 73 Subrogation; LimitationWhere the obligor delayed in exercising its creditor‘s right against a third person that was due, thereby harming the obligee, the obligee may petition the People‘s Court for subrogation, except where su creditor‘s right is exclusively personal to the obligor. The scope of subrogation is limited to the extent of the obligee‘s right to performance. The necessary expenses for subrogation by the obligee shall be borne by the obligor. Article 74 Obligee‘s Right to Cancel Manifestly Unreasonable Act by Obligor Where the obligor waived its creditor‘s right against a third person that was due or assigned its property without reward, thereby harming the obligee, the obligee may petition the People‘s Court for cancellation of the obligor‘s act. Where the obligor assigned its property at a low price whi is manifestly unreasonable, thereby harming the obligee, and the assignee was aware of the situation, the obligee may also petition the People‘s Court for cancellation of the obligor‘s act.The scope of cancellation right is limited to the extent of the obligee‘s right to performance. The necessary expenses for the obligee‘s exercise of its cancellation right shall be borne by the obligor.Article 75 Time Limit for Exercising Obligee‘s Cancellation RightThe obligee‘s cancellation right shall be exercised within one year, mencing on the date when it became, or should have bee, aware of the cause for cancellation. Su。
美化合同书
美化合同书英文回答：Aesthetics in Contract Drafting。
In the realm of contract drafting, aesthetics often plays a secondary role to legal precision and enforceability. However, a well-crafted contract can not only be legally sound but also visually appealing and easy to navigate. Here are some tips on how to incorporate aesthetics into your contract drafting:Use clear and concise language. A contract should be written in a way that is easy to understand. Avoid using jargon or technical terms that may not be familiar to all parties involved.Organize the contract logically. The contract should be organized in a way that makes it easy to find the information you need. Use headings, subheadings, and bulletpoints to break up the text and make it more readable.Use a consistent font and style. The contract should be written in a consistent font and style throughout. This will make it look more professional and easier to read.Use white space effectively. White space can be used to improve the readability of a contract. Use it to break up the text and make it easier to focus on the important information.Use visual aids. Visual aids, such as charts, graphs, and diagrams, can help to explain complex concepts and make the contract more visually appealing.Consider using color. Color can be used to highlight important information or to make the contract more visually appealing. However, use color sparingly and avoid using colors that are difficult to read.By following these tips, you can create a contract that is both legally sound and aesthetically pleasing.中文回答：合同书美化。
合同法 英文
合同法英文Contract LawContract law is a branch of law that deals with the formation and enforcement of contracts. A contract is a legally binding agreement between two or more parties that obligates them to perform certain actions or refrain from doing certain things. It is a fundamental principle of contract law that parties should be free to enter into agreements and that agreements are binding on the parties involved.There are several key elements that must be present for a contract to be valid. First and foremost, there must be an offer by one party and an acceptance by the other party. The offer is a proposal made by one party to another to enter into a contract, while the acceptance is the agreement by the other party to the terms of the offer. Both the offer and the acceptance must be clear and unequivocal.In addition to offer and acceptance, there must be consideration for a contract to be valid. Consideration is the exchange of something of value between the parties to the contract. This could be money, goods, services, or even a promise to do or not do something in the future. Consideration is necessary to show that the parties have bargained for and given something in return for the contract. Furthermore, the parties to a contract must have the legal capacity to enter into the agreement. This means that they must be of a certain age, have the mental capacity to understand the terms of the contract, and not be under the influence of drugs or alcohol at the time of entering into the contract. If any of these requirements arenot met, the contract may not be enforceable.Another important principle of contract law is that the terms of a contract must be certain and definite. This means that the terms of the contract must be clear and leave no room for ambiguity or misunderstanding. If the terms of the contract are too vague or uncertain, the contract may be declared void or unenforceable.Once a contract is formed, it is important for the parties to fulfill their obligations under the contract. Failure to do so may result in a breach of contract, which can lead to legal consequences such as damages or specific performance. If one party fails to perform its obligations under the contract, the other party may seek legal remedies to enforce the contract or seek compensation for any losses suffered as a result of the breach.In conclusion, contract law is a fundamental aspect of legal systems around the world. It provides a framework for parties to enter into agreements and provides a mechanism for enforcing those agreements. By understanding the key elements of contract law, parties can ensure that their contracts are valid and legally binding.。
大学英语合同翻译
Compliance with industry norms
When translating contracts, it is necessary to follow industry norms and standards, use professional and standardized terminology and expressions, and ensure the professionalism and authority of the translation.
Finding equivalent vocabulary: When translating an English contract into Chinese, finding equivalent vocabulary is crucial. Translators need to conduct indepth research on the semantics and context of the two languages to ensure the accuracy of word selection.
expression, and conforms to the inherent logic and legal requirements of the contract text.
学生实用高中英语语法指南与实践
学生实用高中英语语法指南与实践A Practical Guide to High School English Grammar for StudentsIntroductionGrammar is an essential aspect of the English language. It provides the basic rules and structure for constructing sentences and communicating effectively. As a high school student, mastering English grammar is crucial for academic success and future career opportunities. This guide aims to provide practical tips and strategies for students to improve their grammar skills and apply them in real-life situations.Part 1: Understanding the Basics1. Parts of Speech- Nouns: Names people, places, things, or ideas (e.g., teacher, school, book, happiness).- Pronouns: Replace nouns to avoid repetition (e.g., he, she, it, they).- Verbs: Express action or state of being (e.g., run, jump, is, are).- Adjectives: Describe nouns or pronouns (e.g., beautiful, smart, tall).- Adverbs: Modify verbs, adjectives, or other adverbs (e.g., quickly, very, too).- Prepositions: Show the relationship between nouns or pronouns and other words in a sentence (e.g., in, on, at, by).- Conjunctions: Connect words, phrases, or clauses (e.g., and, but, or).- Interjections: Express emotions or feelings (e.g., wow, oh, hey).2. Sentence Structure- Subject: Who or what the sentence is about.- Predicate: Includes the verb and describes the action or state of being.- Subject-Verb Agreement: Match the subject and verb in number and person.3. Punctuation- Period (.) - End of a sentence.- Question mark (?) - End of a question.- Exclamation mark (!) - End of an exclamation or strong statement.- Comma (,) - Separate items in a list, clauses, or phrases.- Apostrophe (') - Show possession or contraction.Part 2: Common Mistakes and How to Avoid Them1. Run-on Sentences- Break up long sentences into shorter ones.- Use punctuation or conjunctions to connect related ideas.2. Subject-Verb Agreement Errors- Identify the subject and determine the correct form of the verb.- Watch out for phrases that come between the subject and verb.3. Misplaced or Dangling Modifiers- Place modifiers close to the words they describe.- Make sure modifiers are clearly connected to the noun or pronoun they modify.4. Using Incorrect Verb Tenses- Pay attention to the timeline of actions in a sentence.- Use past tense for past events, present tense for current events, and future tense for future events.Part 3: Practical Exercises and Activities1. Daily Grammar Practice- Write a short paragraph each day focusing on a specific grammar rule.- Revise and edit your work for errors.2. Peer Review- Exchange essays or assignments with a classmate for feedback.- Discuss areas for improvement and work together to correct mistakes.3. Online Resources- Use grammar-checking tools or websites to review and practice grammar skills.- Watch educational videos or tutorials on grammar topics.ConclusionBy following this practical guide to high school English grammar, students can enhance their communication skills, improve academic writing, and prepare for success in college and beyond. Remember that grammar is a foundational element of language, and mastering it will open doors to new opportunities and enrich your overall learning experience. Practice regularly, seek feedback, and don't be afraid to make mistakes – that's how we learn and grow. Good luck on your grammar journey!。
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Grammars as contracts M. de Jonge, J.M.W. Visser Software Engineering (SEN) SEN-R0112 May 31, 2001Report SEN-R0112ISSN 1386-369XCWIP.O. Box 940791090 GB AmsterdamThe NetherlandsCWI is the National Research Institute for Mathematics and Computer Science. CWI is part of the Stichting Mathematisch Centrum (SMC), the Dutch foundation for promotion of mathematics and computer scienceand their applications.SMC is sponsored by the Netherlands Organization for Scientific Research (NWO). CWI is a member of ERCIM, the European Research Consortium for Informatics and Mathematics.Copyright © Stichting Mathematisch Centrum P.O. Box 94079, 1090 GB Amsterdam (NL) Kruislaan 413, 1098 SJ Amsterdam (NL)Telephone +31 20 592 9333Telefax +31 20 592 4199Grammars as ContractsMerijn de Jongeemail:Merijn.de.Jonge@cwi.nlJoost Visseremail:Joost.Visser@cwi.nlCWIP.O.Box94079,1090GB Amsterdam,The NetherlandsABSTRACTComponent-based development of language tools stands in need of meta-tool support.This support can beoffered by generation of code–libraries or full-fledged components–from syntax definitions.We develop acomprehensive architecture for such syntax-driven meta-tooling in which grammars serve as contracts betweencomponents.This architecture addresses exchange and processing both of full parse trees and of abstract syntaxtrees,and it caters for the integration of generated parse and pretty-print components with tree processingcomponents.We discuss an instantiation of the architecture for the syntax definition formalism S DF,integrating bothexisting and newly developed meta-tools that support S DF.The ATerm format is adopted as exchange for-mat.This instantiation gives special attention to adaptability,scalability,reusability,and maintainability issuessurrounding language tool development.1998ACM Computing Classification System:D.2.2,D.2.3,D.2.4,D.2.9,D.2.11,D.2.12,D.2.13Keywords and Phrases:Grammars,contracts,components,languages,tool construction,exchange format,code generationNote:This work appeared in the proceedings of the Second International Conference on Generative andComponent-Based Software Engineering(GCSE’00)1.I NTRODUCTIONA need exists for meta-tools supporting component-based construction of language nguage-oriented software engineering areas such as development of domain-specific languages(DSLs),language engineering, and automatic software renovation(ASR)pose challenges to tool-developers with respect to adaptability,scal-ability,and maintainability of the tool development process.These challenges call for methods and tools that facilitate reuse.One such method is component-based construction of language tools,and this method needs to be supported by appropriate meta-tooling to be viable.Component-based construction of language tools can be supported by meta-tools that generate code–sub-routine libraries or full-fledged components–from syntax definitions.Figure1shows a global architecture for such meta-tooling.The bold arrows depict meta-tools,and the grey ellipses depict generated code.From a syntax definition,a parse component and a pretty-print component are generated that take input terms into trees and vice versa.From the same syntax definition a library is generated for each supported programming language,which is imported by components that operate on these trees.One such component is depicted at the bottom of the picture(more would clutter the picture).Several of these components,possibly developed in different programming languages can interoperate seamlessly,since the imported exchange code is generated from the same syntax definition.In this paper we will refine the global architecture of Figure1into a comprehensive architecture for syntax-driven meta-tooling.This architecture embodies the idea that grammars can serve as contracts governing all2Figure1:Architecture for meta-tool support for component based language tool development.Bold arrows are meta-tools.Grey ellipses are generated code.exchange of syntax trees between components and that representation and exchange of these trees should be supported by a common exchange format.An instantiation of this architecture is available as part of the Transformation Tools package XT.The paper is structured as follows.In Sections2,3,and4we will develop several perspectives on the architecture.For each perspective we will make an inventory of meta-languages and meta-tools and formulate requirements on these languages and tools.We will discuss how we instantiated this architecture:by adopting or developing specific languages and tools meeting these requirements.In Section5we will combine the various perspectives thus developed into a comprehensive architecture.Applications of the presented meta-tooling will be described in Section6.Sections7,and8contain a discussion of related work and a summary of our contributions.2.C ONCRETE SYNTAX DEFINITION AND META-TOOLINGOne aspect of meta-tooling for component based language tool development concerns the generation of code from concrete syntax definitions(grammars).Figure2shows the basic architecture of such tooling.Given a concrete syntax definition,parse and pretty-print components are generated by a parser generator and a pretty-printer generator,respectively.Furthermore,library code is generated,wh ich is imported by tool components (Figure2shows no more than a single component to prevent clutter).These components use the generated library code to represent parse trees(i.e.concrete syntax trees),read,process,and write them.Thus,the grammar serves as an interface description for these components,since it describes the form of the trees that are exchanged.A key feature of this approach is that meta-tools such as pretty-printer and parser generators are assumed to operate on the same input grammar.The reason for this is that having multiple grammars for these pur-poses introduces enormous maintenance costs in application areas with large,rapidly changing grammars.A grammar serving as interface definition enables smooth interoperation between parse components,pretty-print components and tree processing components.In fact,we want grammars to serve as contracts governing all exchange of trees between components,and having several contracts specifying the same agreement is a recipe for disagreement.Note that our architecture deviates from existing meta-tools in the respect that we assume full parse trees can be produced by parsers and consumed by pretty-printers,not just abstract syntax trees(ASTs).These parse trees contain not only semantically relevant information,as do ASTs,but they additionally contain nodes representing literals,layout,and comments.The reason for allowing such concrete syntax information in trees3Figure2:Architecture for concrete syntax meta-tools.The concrete syntax definition serves as contract between ponents that import generated library code interoperate with each other and with generated parsers and pretty-printers by exchanging parse trees adhering to the contractual grammar.is that many applications,e.g.software renovation,require preservation of layout and comments during tree transformation.2.1Concrete syntax definitionIn order to satisfy our adaptability,scalability and maintainability demands,the concrete syntax definition formalism must satisfy a number of criteria.The syntax definition formalism must have powerful support for modularity and reuse.It must be possible to extend languages without changing the grammar for the base language.This is essential,because each change to a grammar on which tooling is based potentially leads to a modification avalanche.Also,the grammar language must be purely declarative.If not,its reusability for different purposes is compromised.In our instantiation of the meta-tool architecture,the central role of concrete syntax definition language is fulfilled by the Syntax Definition Formalism S DF[11].Figure3shows an example of an S DF grammar.This example definition contains lexical and context-free syntax definitions distributed over a number of modules. Note that the orientation of productions isflipped with respect to BNF notation.S DF offers powerful modularization features.Notably,it allows modules to be mutually dependent,and it allows alternatives of the same non-terminal to be spread across multiple modules.For instance,the syntax of a kernel language and the syntaxes of its extensions can be defined in separate modules.Also,mutually dependent non-terminals can be defined in separate modules.Renamings and parameterized modules further facilitate syntax reuse.S DF is a highly expressive syntax definition formalism.Apart from symbol iteration constructors,with or without separators,it provides notation for optional symbols,sequences of symbols,optional symbols,and more.These notations for building compound symbols can be arbitrarily nested.S DF is not limited to a subclass of context-free grammars,such as LR or LL grammars.Since the full class of context-free syntaxes, as opposed to any of its proper subclasses,is closed under composition(combining two context-free grammars will always produce a grammar that is context-free as well),this absence of restrictions is essential to obtain true modular syntax definition,and“as-is”syntax reuse.S DF offers disambiguation constructs,such as associativity annotations and relative production priorities, that are decoupled from constructs for syntax definition itself.As a result,disambiguation and syntax definition are not tangled in grammars.This is beneficial for syntax definition reuse.Also,S DF grammars are purely declarative,ensuring their reusability for other purposes besides parsing(e.g.code generation,pretty-printing). S DF offers the ability to control the shape of parse trees.The alias construct(see module Def in Figure3)4definitionmodule Expexportscontext-free syntaxIdentifier→Exp{cons(var)} Identifier“(”{Exp“,”}*“)”→Exp{cons(fcall)}“(”Exp“)”→Exp{bracket} module Letexportscontext-free syntaxlet Defs in Exp→Exp{cons(let)}Exp where Defs→Exp{cons(where)}module Defexportsaliases{(Identifier“=”Exp)“,”}+→Defs module Mainimports Exp Let Defexportssorts Explexical syntax[\\t\n]Figure3:An example S DF grammar.allows auxiliary names for complex sorts to be introduced without affecting the shape of parse trees or abstract syntax trees.Aliases are resolved by a normalization phase during parser generation,and they do not introduce auxiliary nodes.2.2Concrete meta-toolingParsing S DF is supported by generalized LR parser generation[15].In contrast to plain LR parsing,general-ized LR parsing is able to deal with(local)ambiguities and thereby removes any restrictions on the context-free grammars.A detailed argument that explains how the properties of GLR parsing contribute to meeting the scalability and maintainability demands of language-centered application areas can be found in[7].The meta-tooling used for parsing in our architecture consist of a parse table generator,and a generic parse component, called sglr,which parses terms using these tables,and generates parse trees[16].Parse tree representation In our architecture instantiation,the parse trees produced from generated parsers are represented in the S DF parse tree format,called AsFix[16].AsFix trees contain all information about the parsed term,including layout and comments.As a consequence,the exact input term can always be reconstructed, and during tree processing layout and comments can be preserved.This is essential in the application area of software renovation.Full AsFix trees rapidly grow large and become inefficient to represent and exchange.It is therefore of vital importance to have an efficient representation for AsFix trees available.Moreover,component based software development requires a uniform exchange format to share data(including parse trees)between components. The ATerm format is a term representation suitable as exchange format for which an efficient representation exists.Therefore AsFix trees are encoded as ATerms to obtain space efficient exchangeable parse trees([5] reports compression rates of over90percent).In Section3.2we will discuss tree representation using ATerms in more detail.Pretty-printing We use GPP,a generic pretty-printing toolset that has been defined in[13].This set of meta-tools provides the generation of customizable pretty-printers for arbitrary languages defined in S DF.The layout of a language is expressed in terms of pretty-print rules which are defined in an ordered sequence of pretty-print tables.The ordering of tables allows customization by overruling existing formatting rules.The standard distribution of GPP contains a formatter which operates on AsFix parse trees and supports comment preservation.An additional formatter which operates on ASTs is distributed as part of XT.Since GPP is an open system which can be extended and adapted easily,support for new output formats(in5ASTASTFigure4:Architecture for abstract syntax meta-tools.The abstract syntax definition,prescribing tree structure, serves as a contract between tree processing components.addition to plain text,L A T E X,and HTML which are supported by default)and language specific formatters can be incorporated with little effort.3.A BSTRACT SYNTAX DEFINITION AND META-TOOLINGA second aspect of meta-tooling for component based language tool development concerns the generation of code from abstract syntax definitions.Figure4shows the architecture of such tooling.Given an abstract syntax definition,library code is generated,which is used to represent and manipulate ASTs.The abstract syntax definition language serves as an interface description language for AST components.In other words, abstract syntax definitions serve as tree type definitions(analogous to XML’s document type definitions).3.1Abstract syntax definitionFor the specification of abstract syntax we have defined a subset of S DF,which we call AbstractS DF.Ab-stractS DF was obtained from S DF simply by omitting all constructs specific to the definition of concrete syn-tax.Thus,AbstractS DF allows only productions specifying prefix syntax,and it contains no disambiguation constructs or constructs for specifying lexical syntax.AbstractS DF inherits the powerful modularity features of S DF,as well as the high expressiveness concerning arbitrarily nested compound sorts.Figure5shows an example of an AbstractS DF definition.The need to define separate concrete syntax and abstract syntax definitions would cause a maintenance problem.Therefore,the concrete syntax definition can be annotated with abstract syntax directives from which an AbstractS DF definition can be generated(see Section3.3below).These abstract syntax directives consist of optional constructor annotations for context-free productions(the“cons”attributes in Figure3)which specify the names of the corresponding abstract syntax productions.3.2Abstract syntax tree representationIn order to meet our scalability demands,we will require a tree representation format that provides the pos-sibility of efficient storage and exchange.However,we do not want a tree format that has an efficient binary instantiation only,since this makes all tooling necessarily dependent on routines for binary encoding.Having a human readable instantiation keeps the system open to the accommodation of components for which such routines are not(yet)available.Finally,we want the typing of trees to be optional,in order not to preempt integration with typeless,generic components.For instance,a generic tree viewer should be able to read the intermediate trees without explicit knowledge of their types.ASTs are therefore represented in the ATerm format,which is a generic format for representing annotated trees.In[5]a2-level API is defined for ATerms.This API hides a space efficient binary representation of ATerms(BAF)behind interface functions for building,traversing and inspecting ATerms.The binary repre-sentation format is based on maximal subtree sharing.Apart from the binary representation,a plain,human-readable representation is available.6definitionmodule Expexportssyntax“var”(Identifier)→Exp “fcall”(Identifier,Exp*)→Exp module Letexportssyntax“let”(Defs,Exp)→Exp“where”(Exp,Defs)→Exp module Defexportsaliases(Identifier Exp)+→Defs module Mainimports Exp Let DefFigure5:Generated AbstractS DF definition.ASTASTFigure6:Architecture for meta-tools linking abstract to concrete syntax.The abstract syntax definition is now generated from the concrete syntax definition.AbstractS DF definitions can be used as type definitions for ATerms by language tool components.In particu-lar,the AbstractS DF definition of the parse tree formalism AsFix serves as a type definition for parse trees(See Section2).The AbstractS DF definition of Figure5defines the type of ASTs representing expressions.Thus, the ATerm format provides a generic(type-less)tree format,on which AbstractS DF provides a typed view. 3.3Abstract from concrete syntaxThe connection between the abstract syntax meta-tooling and the concrete syntax meta-tooling can be provided by three meta-tools,which are depicted in Figure6.Central in this picture is a meta-tool that derives an abstract syntax definition from a concrete syntax definition.The two accompanying meta-tools generate tools for converting full parse trees into ASTs and vice versa.Evidently,these ASTs should correspond to the abstract syntax definition which has been generated from the concrete syntax definition to which the parse trees correspond.An abstract syntax definition is obtained from a grammar in two steps.Firstly,concrete syntax productions are optionally annotated with prefix constructor names.To derive these constructor names automatically,the meta-tool sdfcons has been implemented.This tool basically collects keywords and non-terminal names from productions and applies some heuristics to synthesize nice names from these.Non-unique constructors are made unique by adding primes or qualifying with non-terminal names.By manually supplying some seed constructor names,users can steer the operation of sdfcons,which is useful for languages which sparsely7 contain keywords.Secondly,the annotated grammar is fed into the meta-tool sdf2asdf,yielding an AbstractS DF definition. For instance,the AbstractS DF definition in Figure5was obtained from the S DF definition in Figure3.This transformation basically throws out literals,and replaces mixfix productions by prefix productions,using the associated constructor name.Together with the abstract syntax definition,the converters parsetree2ast and ast2parsetree which translate between parse trees and ASTs are generated.Note that thefirst converter removes layout and comment information,while the second inserts empty layout and comments.Note that the high expressiveness of S DF and AbstractS DF,and their close correspondence are key factors for the feasibility of generating abstract from concrete syntax.Standard,Yacc-like concrete syntax definition languages are not satisfactory in this respect.Since their expressiveness is low,and LR restrictions require non-natural language descriptions,generating abstract syntax from these languages would result in awkwardly structured ASTs,which burden the component programmers.4.G ENERATING LIBRARY CODEIn this section we will discuss the generation of library code(see Figures2and4).Our language tool devel-opment architecture contains code generators for several languages and consequently allows components to be developed in different languages.Since ATerms are used as uniform exchange format,components imple-mented in different programming languages can be connected to each other.4.1Targeting CFor the programming language C an efficient ATerm implementation exists as a separate library.This im-plementation consists of an API which hides the efficient binary representation of ATerms based on maximal sharing and provides functions to access,manipulate,traverse,and exchange ATerms.The availability of the ATerm library allows generic language components to be implemented in C which can perform low-level operations on arbitrary parse trees as well as on abstract syntax trees.A more high-level access to parse trees is provided by the code generator asdf2c which,when passed an abstract syntax definition,produces a library of match and build functions.These functions allow easy manipulation of parse trees without having to know the exact structure of parse trees.These high-level functions are type-preserving with respect to the AbstractS DF definition.4.2Targeting JavaAlso for the Java programming language an implementation of the ATerm API exists which allows Java pro-grams to operate on parse trees and abstract syntax trees.As yet,there is no code generator for Java available to provide high level access and traversals of trees similar to the other supported programming languages.Such a code generator has been designed and is being developed.It will represent syntax trees as object trees,and tree traversals will be supported by generated libraries of refinable visitors.4.3Targeting StrategoOur initial interest was to apply our meta-tooling to program transformation problems,such as automatic software renovation.For this reason we selected the transformational programming language Stratego[17] as thefirst target of code generation.Stratego offers powerful tree traversal primitives,as well as advanced features such as separation of pattern-matching and scope,which allows pattern-matching at arbitrary tree depths.Furthermore,Stratego has built-in support for reading and writing ATerms.Stratego also offers a notion of pseudo-constructors,called overlays,that can be used to operate on full parse trees using a simple AST interface.Two meta-tools support the generation of Stratego libraries from syntax descriptions.The library for AST processing is generated by asdf2stratego from an AbstractS DF definition.The library for combined parse tree and AST processing is generated by sdf2stratego from an S DF grammar.The latter library subsumes the former.8Figure7:Complete meta-tooling architecture.The grammar serves as the contract governing all tree exchange. The Stratego code generation allows programming on parse trees as if they were ASTs.Underneath such AST-style manipulations,parse trees are processed in which hidden layout and literal information is preserved during transformation.This style of programming can be mixed freely with programming directly on parse trees.Since Stratego has native ATerm support,there is no need for generating library code for reading and writing trees.4.4Targeting HaskellWork has also been done on targeting Haskell.Code generated in this case is of various kinds.Firstly,datatypes are generated to represent parse trees and ASTs.These datatypes are quite similar to the signatures generated for Stratego.Secondly,code is generated for reading ATerm representations into these Haskell datatypes and writing them to ATerms.Finally,full-fledged transformation frameworks consisting of(monadic)paramor-phisms and corresponding algebras are generated to facilitate purely functional transformational programming. The reader is referred to[14]for details and for a software renovation case study.Note that not only general purpose programming languages of various paradigms can befitted into our architec-ture,but also more specialized,possibly very high-level languages.An attribute grammar system,for instance, would be a convenient tool to program certain tree transformation components.5.A COMPREHENSIVE ARCHITECTURECombining the partial architectures of the foregoing subsections leads to the complete architecture in Figure7. Thisfigure can be viewed as a refinement of ourfirst general architecture in Figure1,which does not differen-tiate between concrete and abstract syntax,or between parse trees and ASTs.The refined picture shows that all generated code(libraries and components),and the abstract syntax defini-tion stem from the same source:the grammar.Thus,this grammar serves as the single contract that governs the structure of all trees that are exchanged.In other words,all component interfaces are defined in a single9 location:the grammar.(When several languages are involved,there are of course equally many grammars.) This single contract approach eliminates many maintenance headaches during component based development. Of course,careful grammar version management is needed when maintenance due to language changes is not carried out for all components at once.5.1Grammar version managementAny change to a grammar,no matter how small,potentially breaks all tools that depend on it.Thus,sharing grammars between tools or between tool components,which is a crucial feature of our architecture,is poten-tially at odds with grammar change.To pacify grammar change and grammar sharing,grammar management is needed.To facilitate grammar version management,we established a Grammar Base,in which grammars are stored. Furthermore,we subjected the stored grammars to simple schemes of grammar version numbers and grammar maturity levels.To allow tool builders to unequivocally identify the grammars they are building their tool on,each grammar in the Grammar Base is given a name and a version number.To give tool builders an indication of the maturity of the grammars they are using to build their tools upon,all grammars in the Grammar Base are labeled with a maturity level.We distinguish the following levels:volatile The grammar is still under development.stable The grammar will only be subject to minor changes due to bugfixing.immutable The grammar will never change.Normally,a grammar will begin its life cycle at maturity level volatile.To build extensive tooling on such a grammar is unwise,since grammar changes are to be expected that will break this tooling.Once confidence in the correctness of the grammar has grown,usually through a combination of testing,bench-marking,and code inspection,it becomes eligible for maturity level stable.At this point,only very local changes are still allowed on the grammar,usually tofix minor bugs.Tool-builders can safely rely on stable grammars without risking that their tools will break due to grammar changes.Only a few grammars will make it to level immutable.This happens for instance when a grammar is published,and thus becomes afixed point of reference.If the need for changes arises in grammars that are stable or immutable,a new grammar(possibly the same grammar with a new version number)will be initiated instead of changing the grammar itself.5.2Connecting componentsThe connectivity to different programming languages allows components to be developed in the programming language of choice.The use of ATerms for the representation of data allows easy and efficient exchange of data between different components and it enables the composition of new and existing components to form advanced language tools.Exchange between components and the composition of components is supported in several ways.First, components can be combined using standard scripting techniques and data can be exchanged by means of files.Secondly,the uniform data representation allows for a sequential composition of components in which Unix pipes are used to exchange data from one component to another.Finally,the ToolBus[3]architecture can be used to connect components and define the communication between them.This architecture resembles a hardware communication bus to which individual components can be munication between components only takes place over the bus and is formalized in terms of Process Algebra[1].6.A PPLICATIONSOnly preliminary experience is available about actually applying the meta-tooling presented in the previous sections.We will present a selection of such experiences.To start with,the meta-tooling has been applied for its own development,and for the development of some other meta-tools that it is bundled with in the Transformation Tools package XT.These bootstrapflavored applications include the generation of an abstract syntax definition for the parse tree format AsFix from the grammar of S DF.From this abstract syntax definition,a modular Stratego library for transforming AsFix trees。