国际商务合同的结构培训资料

国际商务合同的结构

商务合同的基本结构

一、合同的前言，称为“合同的效力条款”

AAA agrees to dismiss without prejudice the lawsuit referred to in the preamble to this Agreement.

1) 合同的名称。

2) 合同各方名称，地址。

3) 订约日期及地点

4) 合同各方法律关系：买方，卖方；出让方，受让方；贷款人，借款人。

5）合同订立语句。

Both parties agree to buy and sell the following commodities according to the terms and conditions stipulated below.

This Agreement is made and concluded in duplicate in Beijing, China by and between XYX Company, a Corporation incorporated under the law of USA having its Head Office and a place of business in the city of New York, USA, (hereinafter called XYZ) as the First Party and China Dalian Corporation (hereinafter called Party B) as the Second Party.

In consideration of the mutual convents and agreements hereinafter contained, the ABC and the Purchaser agree on the following terms, conditions and provisions hereof:

This agreement was made this 12th date of October 2006 in Beijing China by and between ABC Company, a company (hereinafter referred to as the Company) and the Seiji Bank Ltd. Hong Kong Branch, a bank incorporated in Japan but registered in Hong Kong (hereinafter referred to as the Bank). Whereas the Bank has agreed to extend a Short-term Credit Facility for the purpose of providing general working capital to the Company, it was hereby mutually agreed as follows:

二、合同的正文

1. 合同种类和范围

1）合同价格，支付金额，支付方式和附带费用

Contract Price, Amount, Method of Payment, Incidental Charges

The registered capital of the Joint Venture Company shall be the same as the total amount of the investment, i.e. 4.5 million U.S. dollars (four million and five hundred thousand U.S. Dollars).

Party A shall, in accordance with the provisions of this Contract, pay to Party B the Technical Documentation Fee of USD 2, 400,000 (two million and four hundred thousand U.S. Dollars only). The above price shall be firm including all expenses for sending the technical Documentation CIF Beijing Airport, Party B’s technical personnel and training of Party A’s personnel (excluding Sub-clause 4.8 of Annex 3 and Sub-clause 5.3 of Annex 4).

Price of the Contract

Price of the contract shall be calculated on Royalty in accordance with the content and scope stipulated in Section 2 to the contract and the currency shall be in US Dollars.

Royalty under the contract shall be paid from the month after the date of coming into force of the Contract in terms of Calendar Year. The date of settling accounts shall be December 31 of each year.

Royalty at the rate of …% (say percent) shall be calculated in terms of net selling price after the Contract Products are sold in the year, the Contract products which have not been sold shall not count.

The report of the selling quantity, net selling amount of the Contract Products and Royalty which should be paid for the past year shall be submitted to Licensor in written form by Licensee within 10 (ten) days after the date of settling accounts to Royalty. The specific methods for calculating net selling amount and Royalty are detailed in Appendix 3 to the Contract.

If Licensor demands to audit the accounts of Licensee, he should notice Licensee within 10 (ten) days after receiving the written notice from Licensee in accordance with Section 3.4 of the Contract.

The specific content and procedure of auditing accounts are detailed in Appendix 4 to the Contract.

2.合同的转让条件 conditions for the assignment of Contract

If one party to the Joint Venture intends to assign all or part of its investment subscribed to a third party, consent shall be obtained from the other party to the Joint Venture and approval from the examining and approving authorities is required. When one party assigns all or part of its investment subscribed to a third party, the other party has pre-emptive right. When one party assigns its investment subscribed to a third party, the terms of assignment shall not be more favorable than those to the