合同协议书条款常用英文词汇

合同协议书条款常用英
文词汇
文件编号TT-00-PPS-GGB-USP-UYY-0089
合同条款常用英文词汇
买方 buyer
卖方 seller
项目名称 Project name
地址 address
电话 phone
传真 fax
联系人 contact person
本合同由买卖双方签订，根据本合同条款，买方同意购买，卖方同意出售以下产品。

This contract is made by and between the buyers and sellers, whereby the buyers agree to buy and the sellers ag ree to sell the under-mentioned. Commodities according t o the terms and conditions stipulated below.
1. 详细货物清单 Detail supply list
2. 合同价格 Contract value
序号 item 型号 model 尺寸 size, dimension 数量 amount, unit 单价 unit price 总价 total price 备注 remark 货物，运费 freight, transportation 合同总额（含安装费与税金） Contr act amount incl. VAT installation
3. 付款条件 payment conditions, payment terms
4. 交货地点 delivery place
5. 发货期 delivery time
6. 安装条款 installation clause
7. 验收条款 inspection clause
8. 保证条款 guarantee clause
9. 不可抗拒条款 Force Majeure Clause
10. 违约条款 Breach clause
11. 其他条款 Miscellaneous clause
12. 买卖双方信息 buyer and seller information
此合同一式二份，由双方各持一正本。

This contract is mad e in two originals that should be held by each party.
涉外合同格式
涉外合同按繁简不同，尽管可以采取不同书面形式，如正式合同（Contract）、协议书（Agreement）、确认书（Confirm ation）、备忘录（Memorandum）、订单（Order）等等，但是一般都包含如下几个部分：
一、合同名称（Title）
二、前文（Preamble）
1. 订约日期和地点
Date and place of signing
2. 合同当事人及其国籍、主营业所或住所
Signing parties and their nationalities, principal place of business or residence addresses
3. 当事人合法依据
Each party's authority，比如，该公司是“按当地法律正式组织而存在的”（a corporation duly organized and existi ng under the laws of XXX）
4. 订约缘由/说明条款
Recitals or WHEREAS clause
三、本文（Body）
1. 定义条款（Definition clause）
2. 基本条款（Basic conditions）
3. 一般条款（General terms and conditions）
a. 合同有效期（Duration）
b. 合同的终止（Termination）
c. 不可抗力（Force Majeure）
d. 合同的让与（Assignment）
e. 仲裁（Arbitration）
f. 适用的法律（Governing law）
g. 诉讼管辖（Jurisdiction）
h. 通知手续（Notice）
i. 合同修改（Amendment）
j. 其它（Others）
四、结尾条款（WITNESS clause）
1. 结尾语，包括份数、使用的文字和效力等（Concluding s entence）
2. 签名（Signature）
3. 盖印（Seal）
以上的格式和内容并非一成不变，当事人可以根据各自交易情况做出调整或增删。

合同范本
销售代理合同
Sales Agency Agreement
合同号：
NO：
日期：
Date：
为在平等互利的基础上发展贸易，有关方按下列条件签订本协议：
This Agreement is entered into between the parties co ncerned on the basis of equality and mutual benefit to dev elop business on terms and conditions mutually agreed u pon as follows:
1. 订约人 Contracting Parties
供货人（以下称甲方）：
销售代理人（以下称乙方）：
甲方委托乙方为销售代理人，推销下列商品。

Supplier: （hereinafter called "party A"）
Agent:（hereinafter called "party B"）
Party A hereby appoint Party B to act as his selling ag ent to sell the commodity mentioned below.
2. 商品名称及数量或金额 Commodity and Quantity or A mount
双方约定，乙方在协议有效期内，销售不少于**的商品。

It is mutually agreed that Party B shall undertake to s ell not less than…… of the aforesaid commodity in the dur ation of this Agreement.
3. 经销地区 Territory
只限在……。

In …… only.
4. 订单的确认 Confirmation of Orders
本协议所规定商品的数量、价格及装运条件等，应在每笔交易中确认，其细目应在双方签订的销售协议书中作出规定。

The quantities, prices and shipments of the commodit ies stated in this Agreement shall be confirmed in each tra nsaction, the particulars of which are to be specified in th e Sales Confirmation signed by the two parties hereto.
5. 付款 Payment
订单确认之后，乙方须按照有关确认书所规定的时间开立以甲方为受益人的保兑的、不可撤销的即期信用证。

乙方开出信用证后，应立即通知甲方，以便甲方准备交货。

After confirmation of the order, Party B shall arrange t o open a confirmed, irrevocable L/C available by draft at s ight in favour of Party A within the time stipulated in the r elevant S/C. Party B shall also notify Party A immediately after L/C is opened so that Party A can get prepared for de livery.
6. 佣金 Commission
在本协议期满时，若乙方完成了第二款所规定的数额，甲方应按装运货物所收到的发票累计总金额付给乙方*%的佣金。

Upon the expiration of the Agreement and Party B's fu llfilment of the total turnover mentioned in Article 2, Party A shall pay to Party B…… % commission on the basis of t he aggregate amount of the invoice value against the ship ments effected.
7. 市场情况报告 Reports on Market Conditions
乙方每3个月向甲方提供一次有关当时市场情况和用户意见的详细报告。

同时，乙方应随时向甲方提供其他供应商的类似商品样品及其价格、销售情况和广告资料。

Party B shall forward once every three months to part y A detailed reports on current market conditions and of c onsumers' comments. Meanwhile, Party B shall,from time to time, send to party A samples of similar commodities of fered by other suppliers, together with their prices, sales i nformation and advertising materials.
8. 宣传广告费用 Advertising & Publicity Expenses
在本协议有效期内，乙方在上述经销地区所作广告宣传的一切费用，由乙方自理。

乙方须事先向甲方提供宣传广告的图案及文字说明，由甲方审阅同意。

Party B shall bear all expenses for advertising and pu blicity within the aforementioned territory in the duration of this Agreement and submit to Party A all patterns and/ or drawings and description for prior approval.
9. 协议有效期 Validity of Agreement
本协议经双方签字后生效，有效期为**天，自**至**.若一方希望延长本协议，则须在本协议期满前1个月书面通知另一方，经双方协商决定。

若协议一方未履行协议条款，另一方有权终止协议。

This Agreement, after its being signed by the parties c oncerned, shall remain in force for…… days from …… to …… If either Party wishes to extend this Agreement, he s hall notice, in writing, the other party one month prior to i ts expiration. The matter shall be decided by the agreeme nt and by consent of the parties hereto. Should either part y fail to implement the terms and conditions herein, the ot her party is entitled to terminate this Agreement.
10. 仲裁 Arbitration
在履行协议过程中，如产生争议，双方应友好协商解决。

若通过友好协商达不成协议，则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程序暂行规定进行仲裁。

该委员会的决定是终局的，对双方均具有约束力。

仲裁费用，除另有规定外，由败诉一方负担。

All disputes arising from the execution of this Agreem ent shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall th en be submitted to the Foreign Trade Arbitration Commiss ion of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional ru les of procedure. The decision made by this Commission s
hall be regarded as final and binding upon both parties. A rbitration fees shall be borne by the losing party ,unless ot herwise awarded.
11. 其他条款 Other Terms & Conditions
（1）甲方不得向经销地区其他买主供应本协议所规定的商品。

如有询价，当转达给乙方洽办。

若有买主希望从甲方直接订购，甲方可以供货，但甲方须将有关销售确认书副本寄给乙方，并按所达成交易的发票金额给予乙方*%的佣金。

Party A shall not supply the contracted commodity to any other buyer（s） in the above mentioned territory. Dir ect enquiries, if any, will be referred to Party B. However, s hould any other buyers wish to deal with Party A directly, Party A may do so. But party A shall send to Party B a cop y of Sales Confirmation and give Party B……% commissio n on the basis of the net invoice value of the transaction （s）concluded.
（2）若乙方在*月内未能向甲方提供至少**订货，甲方不承担本协议的义务。

Should Party B fail to pass on his orders to Party A in a period of …… months for a minimum of ……, Party A sh all not bind himself to this Agreement.
（3）对双方政府间的贸易，甲方有权按其政府的授权进行有关的直接贸易，而不受本协议约束。

乙方不得干涉此种直接贸易，也无权向甲方提出任何补偿或佣金要求。

For any business transacted between governments of both Parties, Party A may handle such direct dealings as a uthorized by Party A's government without binding himsel f to this Agreement. Party B shall not interfere in such dir ect dealings nor shall Party B bring forward any demand f or compensation therefrom.
（4）本协议受签约双方所签订的销售确认条款的制约。

This Agreement shall be subject to the terms and con ditions in the Sales Confirmation signed by both parties h ereto.
本协议于**年*月*日在**签订，正本两份，甲乙双方各执一份。

This Agreement is signed on …… at…… and is in two or iginals；each Party shall have one copy.
借贷合同英文范本
LOAN CONTRACT
Contract Number:
BORROWER:
Address:
LENDER:
Address:
In accordance with provisions of Contract Law of the P eoples Republic of China and Bank of China, after reviewi ng the status and the request of the Borrower, the Lender agrees to grant the Borrower a line of credit on . The Borro wer, Lender and Guarantor, through friendly negotiation, have executed this Contract as follows:
ARTICLE 1 CURRENCY, AMOUNT AND TERM OF TH E LOAN:
1. The Currency under this loan is Reiminbi.
2. The Line of the loan is yuan.
3. The period of this loan is 12 months from the date of effectiveness of this contract.
ARTICLE 2 THE PURPOSE OF THE LOAN:
1. The purpose of this loan is used for working capital turnover.
2. Without written approval of the Lender, the Borrow er could not use the loan out of the scope of the purpose.
ARTICLE 3 INTEREST RATE AND CALCULATION OF I NTEREST:
1. Interest rate: The interest rate shall be [***] During the loan term, if the countrys related authority adjusted t he interest rate or the manner of calculation of interest, th e interest of this contract shall be adjusted accordingly aft er one year from the date of execution of this contract.
The adjustment shall be conducted when the interest rate are executed one is not obliged to inform the Borrowe r when the adjustment of interest.
2. The interest shall be calculated from the date of firs t drawdown and the actual days the borrower use. One ye ar shall be calculated as 360 days.
3. The payment of interests: The Borrower shall pay t he interests per quarter. The payment date shall be , and I f the payment for the last installment is not on the payme nt date,the interests shall deduct the interest from the ba nk account of the Borrower.
In the event that the Borrower fails to pay the interest s on time and the balance of the account of the Borrower i s not enough for the payment of interest, the Lender shall have rights to collect a penalty being [***] of the outstandi ng amount per day for the Borrowers breach of contract.
ARTICLE 4 OVERDUE INTERESTS AND MISUSING IN TERESTS
1. If the Borrower fails to repay the loan and can not r each a agreement with the Lender regarding the extension,
the Lender shall collect an overdue penalty for [***] of the overdue amount per day.
2. If the Borrower fails to uses the loan in accordance with the provisions set forth in this contract, the Lender s hall have right to charge a interests for the misusing part at a rate of [***] per day.
ARTICLE 5 ACCOUNT
The Borrower shall open Reiminbi basic account and/ or foreign currency account at the Lender or Lenders bran ch for the use of draw-down, repayment,payment of intere sts and fees.
ARTICLE 6 DRAW-DOWN
1. The loan under this contract is revolving, the balan ce of this contract shall not more than the line of credit.
2. The Borrower shall send a draw-down application a s the form herein attached in this contract 7 days before t he date of draw-down.
3. The Borrower shall not draw the loan less than 1 m illion.
ARTICLE 7 CONDITIONS FOR DRAW-DOWN
The following conditions shall be satisfied in advance of the draw-down date:
1. The Borrower has opened foreign account and Reim inbi account at the office of the Lender or the branch of th e Lender;
2. This contract and the appendices have been effectiv e;
3. The Borrower has provided the recognition of the in vestment or certificate of the investment to the Lender;
4. The Borrower has provided the board resolution an
d power of attorney regarding this loan contract;
5. The Borrower has provided the list and the signatur
e sample o
f the authorized person who empower to sign th is contract and documents;
6. The Guaranty under this contract has been effectiv e;
7. The Borrower has been satisfied the warrants unde r Article 11 of this contract;
8. The other requirement for the draw-down have bee n satisfied.
ARTICLE 8 REPAYMENT PLAN AND PREPAYMENT
1. The Borrower shall repay the loan in accordance wi th the status of its cash. The Borrower shall inform the Le nder the payment amount and date [***] prior to make the payment. The Borrower shall be obliged to repay the prin cipal and related interests on due date without any conditi on.
2. The payment made by the Borrower and the deduct ion from the account of the Borrower shall be used for rep aying the interest at first and then for repaying the princip al.
3. In the event the Borrower fails to repay the loan, th
e Lender shall have rights to deduct the debt from the ban k account o
f the Borrower at the Lender or empower the b ranches of the Lender to deduct the debt from the bank ac count of the Borrower at the Lenders branches;
4. The installment of repayment shall not less than 1 million.
ARTICLE 9 DEBT CERTIFICATE
The Lender shall keep record in the Lenders account f or the principal,interests and fees and other fees of the Bo rrower under this contract; The above mentioned record a nd the documentation for the draw-down, repayment and payment of interest is the certificates of the debts between the Borrower and the Lender.
ARTICLE 10 GUARANTY
1. （the "Guarantor"） shall be the guarantor for the l oan under this contract and take jointly liabilities.
2. During the term of this contract, if the guarantors fi nancial status become deteriorated or the liabilities for rep ayment of debts become weak, the Lender shall have right to request the Borrower changes guarantor or provide mo rtgage and pawn secured for this loan under this contract.
ARTICLE 11 REPRESENTATIONS AND WARRANTIES
I. The Borrowers represents and warrants as follows:
1. The Borrower is a company duly organized and vali dly existing under the law of the Peoples Republic of Chin a and has the power and authority to own its property to c onsummate the transactions contemplated in this contrac t and join the litigation. The Borrower has the power to ha ndle it assets used in operation.
2. The Borrower is at its option to sign and perform th is is the Borrowers true meaning and has the power to sig n this contract and it is not breach it article of association or regulations or contracts. The procedure for signature a nd performance of this contract has been gone through an d fully effectiveness.
3. The all documents, materials, reports and certificat es provided to the Lender by the borrower for consummati on of this contract is true, real, compete and effective
4. The Borrower shall not conceal the following events which is being happened or have been happened which w ill cause the Lender refuse to extend the loan:
（1） The Borrower or the principal executives of the Borrower involve in material events which breach regulati ons, laws or compensation to others;
（2） Pending actions and arbitration;
（3） The Borrowers debts or proposed debts or liens and other encumbrances;
（4） The other matters will impact the financial statu s or abilities of repayment for the debts;
（5） The Borrower breached contract which is betwe en the Borrower and other creditors.
II. The Borrower hereby warrants as follows:
1. Using the capital of the loan as usage set forth in th is contract, the Borrower will not use the loan as Equity in vestment; The Borrower will not use the capital of the loan invest in security, future, real estate etc. The Borrower wi ll not lend to the others privately or involving other maters which is prohibited by the country. The Borrower will not misusing or appropriation of the loan.
2. Making payment and related expenses in accordanc
e with the provisions set forth in this contract;
3. Providing updated financial statement or financial b ulletin every quarter; Providing the audited financial repor t at the first quart of each year; Providing operation report, financial report or other files and materials and shall war rant the reality, correct and effectiveness for the files and materials;
4. Any anti-guaranty or other similar documents will not make any impact on the rights and benefits of the Len ders;
5. Accepting the supervision of the Lender, provides a ssistance and cooperation for the Lenders supervisions;
6. Will not reduce the registration capital; Prior appro val from the lender shall be required when the Borrower c hanges of shareholders and operation manner（including but not limited to joint venture, cooperation, jointly cooper ation; dissolution, closedown, liquidation, transformation; merger; change to share company, use the housing, machi nery or other real assets or trademark, intellectual propert
y, Knowhow, landing using rights or other intangible asset s to invest in share company or investment company, trad ing of operation right or own right by contracting, joint op eration, trusteeship）
7. The Borrower shall inform the Lender and warrants the liability under its security will not more than net asse ts of the Borrower when the Borrower guarantee for other party or mortgage its assets. The Borrower warrants that will not dispose the assets which will make adverse impac t on its ability of paying debts.
8. The Borrower will not pay the other similar loans pr ior to the Lender;
9. The Borrower warrants to inform the Lender immed iately when the following events occurred:
（1） The event of breach of contract under this contr act or other loan or guaranty contracts between the Borro wer and any branches of Bank of China or other banks, n on-bank financial organization;
（2） The Borrower changes shareholders or revise th e article of association;
（3） The Borrower suffer difficulties and bad result i n financial and operation;
（4） The Borrower involves in material actions or arb itration;
10. The Borrower shall keep sufficient balance for rep ayment prior [***] to the due date.
11. The Borrower shall keep its bank transactions reg arding income collection, sell foreign currency or buy forei gn currency ect. Shall be conducted at the Lender or other branches of the Lender. The turn-over for the capital shal l satisfy the demand of the Lender;
III. The Borrowers representations and warrants here under this contract shall be effective even though any me ndment, supplements or revised to be made to this contra ct.
ARTICLE 12 REPRESENTATIONS AND WARRANTS O F THE LENDER
I. The Lender represents and warrants as follows:
1. The Lender is a state-owned commercial bank or br anch duly organized and validly existing under the law of and approved by the Industry and Commercial Administra tion and holds the financial institutions legal person licen ses and financial institutions operation license to be qualif ied to operate financial business.
2. The Lender has taken all necessary action to autho rize the execution of this contract and performance of its o bligations under this contract. The Lender is duly authoriz ed to extend this loan.
II. The Lender warrants as follows:
1. The Lender shall extend the loan in accordance wit
h the provisions set forth in this Contract.
2. Collect interests in accordance with the regulations of the Peoples Bank.
ARTICLE 13 EVENTS OF BREACH CONTRACT AND S ETTLEMENT:
I. Settlement of the Borrower breach of contract
1. Event of breach of contract:
（1） The Borrower fails to use the loan in accordance with the agreed usage of the Loan;
（2） The Borrower fails to repay the due principal an d pay the interests, expenses or other payable in accordan ce with the agreed term of this contract;
（3） The Borrower breaches the representation and warrants set forth in Article 11.
（4） The Borrower breaches other loan agreements o r guaranty agreements or the Guarantor breach the guara nty agreement which may make impact the Borrower to pe rform the obligations under this contract.
（5） Conclusive evidence to show that the Borrower l ose the capacity of credit or during performance of the obli gation under this contract, the financial conditions of the Guarantor are seriously deteriorating or other reasons cau sed the Guarantor the capacity of credit decline.
（6） The Borrower breaches the other obligations un der this contract.
2. Under the above circumstances, the Lender shall h ave right to:
（1） Request the Borrower to rectify within the perio d designed by the Lender;
（2） Cease in extending the loan or cancel the credit;
（3） Declare the loan under this contract is due and the Lender shall have right to deduct the outstanding amo unt from the account of the Borrower. The Borrower shall not appeal against the Lender.
（4） Declare the loan is due under other loan agreem ents between the Lender and the Borrower, request the Bo rrower to repay the loan principals, interests, and other ex penses.
II. The settlement for the Lender breach of the contrac t
1. The Lender fails to extend the loan as agreed in this contract without any reasons;
2. The Lender breaches the agreed interest rate and c ollection add interests or other fees;
3. The Lender breaches the provisions set forth in Arti cle 12;
4. Under the above circumstances, the Borrower shall have right to:
（1） Request the Lender to rectify;
（2） Repay the loan ahead of time and refuse to pay any compensation for prepayment.
ARTICLE 14 DEDUCTION
The Borrower shall pay in full for the payment without any counteraction or any condition.
ARTICLE 15 ASSIGNMENT OF THE DEBT AND CRED IT
1. The Borrower shall not assign its right and liability under this contract to other third party without any writte n approval of the Lender;
2. In the event the Borrower assign its right and liabili ty under this contract to other third party under the writte
n consent of the Lender, the third party shall abide this co ntract without any condition.
ARTICLE 16 PERFORMANCE OF OBLIGATION AND W AIVER OF RIGHTS
1. The Borrower is independent contractor under this contract, it will not impact by any other relations between the Borrower with other party except the other provisions set forth in this contract.
2. The Lender give any extension, toleration, favor to t he Borrower or permit the Borrower to delay of performan ce any obligation under this contract shall not impair any rights of the Lender in accordance with this contract and l aws, regulation, it shall be deemed to have waived its right s under this contract and the obligation shall be performe d by the Borrower under this contract.
ARTICLE 17 AMENDMENT, SUPPLEMENT AND INTE RPRETATION OF THE CONTRACT
1. This contract could be amended and supplemented upon the written agreements conclude by the parties. Any
a amendment and supplement shall be integral party of th is contract.
2. In the event change of laws, regulations or legal pra ctice which will cause any terms contained in this Contrac t become illegal, invalid or loss of practice, the other part o f this contract shall not be impaired by it. The both parties shall make efforts to change the illegal, invalid or loss of practice part.
3. For the matters not referred in this contract shall b
e construed in accordance with the provisions o
f the Peopl es Bank of China.
ARTICLE 18 DISPUTE RESOLUTION, GOVERNING LA W AND WAIVER OF EXEMPTION
1. The conclusion, interpretation and dispute resoluti on shall be subject to the Laws of the Peoples Republic of Chin. The disputes arising from the execution of this contr act shall be settled through friendly consultation by both parties. In case no settlement can be reached, the dispute s shall be submitted to the Peoples Court of the location of the Lender for judgment.
2. The Borrower shall not reject any obligation during the settlement of disputes.
3. The execution and performance of this contract and the related transaction is civil behavior. The Borrower sha ll not appeal to take action to exempt from the obligation under this contract.
（if both parties agree to apply arbitration, the above t erm shall be:）
1. The conclusion, interpretation and dispute resoluti on shall be subject to the Laws of the Peoples Republic of Chin. The dispute arising from the execution of this contr act shall be settled through friendly consultation by both parties. In case no settlement can be reached, the dispute s shall be submitted to China International Economic and trade arbitration commission for arbitration.
2. The arbitration shall be conducted in accordance wi th the Arbitration Law of Peoples Republic of China and Pr ovisional Rules of Procedure of China international econo mic and trade arbitration commission.
3. During the Arbitration, this contract shall be effecti ve and the Borrower shall not disclaim the any obligations under this contract.
4. The execution and performance of this contract and the related transaction is civil behavior. The Borrower sha ll not appeal to take action to exempt from the obligation under this contract.
ARTICLE 19 OTHER MATTER AGREED BY THE PART IES.
ARTICLE 20 APPENDICES
The following appendices shall be integral part of this contract:
1. Draw-down application
2.
ARTICLE 21 NOTICE
1. Any notice, payment notice or telecommunications shall be forwarded to the following address:
To: The Borrower:
Address:
Post Code:
Fax:
To: The Lender:
Address:
Post Code:
Fax:
2. If any change of address shall inform the other part y immediately.
3. Any notice, payment request or communication sha ll be forwarded to the above address. The dates on which notices shall be deemed to have been effectively given shal l be determined as follows:
（1） If given in letter it shall be deemed effectively giv en on the fifth day after the date mailed by registered airm ail, postage prepaid;
（2） If given by telex it shall be deemed effectively giv en on the date the other party returned the information;
（3） If given by facsimile it shall be deemed effectivel y given on the first date of transmission;
（4） If given by personal delivery it shall be deemed e ffectively given on the date of personal delivery;
This contract become effective after signed by the aut horized representatives of both parties until the loan and t he interests and other related expenses be cleared up.
This contract is executed in _____ original and be equa lly of the Borrower, the Lender shall hold ____ copy.
Borrower:
Lender:
Date:
GENERAL POWER OF ATTORNEY
一般授权委托书
I,＿＿（1）＿＿,of＿＿（2）＿＿,hereby appoint＿＿（3）＿＿,of＿＿（4）＿＿,as my attorney in fact to act in my capacity to do every act that I may legally do through a n attorney in fact. This power shall be in full force and effe
ct on the date below written and shall remain in full force and effect until＿＿（5）＿＿or unless specifically extende d or rescinded earlier by either party.
我，＿＿（姓名），＿＿（地址等），在此指定＿＿（姓名），＿＿（地址或律师事务所名称等），为我的律师，以我的身份履行一切实践中我通过律师所能从事的合法行为。

本权利在以下载明日期全权生效并一直持续到＿＿或持续到双方当事人规定的延展期或提前撤销期。

Dated＿＿（6）＿＿,20＿（7）＿. ＿＿（8）＿＿
STATE OF＿＿（9）＿＿（签名处）
COUNTY OF＿＿（10）＿＿
日期：＿＿
地址：＿＿
州名和县名：＿＿
PROXY委托书
BE IT DNOWN, that I,＿＿（1）＿＿,the undersigned S hareholder of＿＿（2）＿＿,a＿＿（3）＿＿corporation, her eby constitute and appoint＿＿（4）＿＿as my true and la
wful attorney and agent for me and in my name, place and stead, to vote as my proxy at the Meeting of the Sharehol ders of the said corporation, to be held on＿＿（5）＿＿or any adjournment thereof, for the transaction of any busin ess which may legally come before the meeting, and for m e and in my name, to act as fully as I could do if personall y present; and I herewith revoke any other proxy heretofor e given.
兹有我，＿＿（姓名），为＿＿（公司名称及性质）的以下署名股东，在此任命和指定＿＿（姓名）为我的事实和合法授权代理人，为我和以我的名义、职位和身份，在上述公司于＿＿（日期）召开的或就此延期召开的股东大会上作为我的代理人对与会前合法提交大会讨论的任何事项进行表决，且为我和以我的名义，在大会上全权履行我的职责；在此我撤销此前所作的任何其他授权委托。

WITNESS my hand and seal this＿＿（6）＿＿day of＿＿（7）＿＿,20＿＿（8）＿＿.
于20＿＿年＿＿月＿＿日签字盖章，特此为证。

EMPLOYEE NON-DISCLOSURE AGREEMENT
员工保密协议
FOR GOOD CONSIDERATION, and in consideration of being employed by ________ （Company）, the undersigne d employee hereby agrees and acknowledges：
1. That during the course of my employ there may be disclosed to me certain trade secrets of the Company； sai d trade secrets consisting but not necessarily limited to：
a） Technical information： Methods, processes, form ulae, compositions, systems, techniques, inventions, mac hines, computer programs and research projects.
b） Business information： Customer lists, pricing da ta, sources of supply, financial data and marketing, produ ction, or merchandising systems or plans.
2. I agree that I shall not during, or at any time after t he termination of my employment with the Company, use for myself or others, or disclose or divulge to others includ ing future employees, any trade secrets, confidential infor mation, or any other proprietary data of the Company in v iolation of this agreement.
3. That upon the termination of my employment from the Company：。