Agreement（通用9篇）
合同号：_______
No：___________
日期：_________
Date：_________
为在平等互利的基础上发展贸易，有关方按下列条件签订本协议：
This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:
1. 订约人
Contracting Parties
供货人（以下称甲方）：_____________
销售代理人（以下称乙方）：_________
甲方委托乙方为销售代理人，推销下列商品。
Supplier: （hereinafter called “party A”）____________
Agent:（hereinafter called “party B”）________________
Party A hereby appoint Party B to act as his selling agent to sell the commodity mentioned below.
2. 商品名称及数量或金额
Commodity and Quantity or Amount
双方约定，乙方在协议有效期内， 销售不少于_______的商品。
It is mutually agreed that Party B shall undertake to sell not less than_____of the aforesaid commodity in the duration of this Agreement。
3. 经销地区
Territory
只限在___________
In ___ only______
4. 订单的确认
Confirmation of Orders
本协议所规定商品的数量、价格及装运条件等，应在每笔交易中确认，其细目应在双方签订的销售协议书中作出规定。
The quantities, prices and shipments of the commodities stated in this Agreement shall be confirmed in each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.
5. 付款
Payment
订单确认之后，乙方须按照有关确认书所规定的时间开立以甲方为受益人的保兑的、不可撤销的即期信用证。乙方开出信用证后，应立即通知甲方，以便甲方准备交货。
After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C available by draft at sight in favour of Party A within the time stipulated in the relevant S/C. Party B shall also notify Party A immediately after L/C is opened so that Party A can get prepared for delivery.
6. 佣金
Commission
在本协议期满时，若乙方完成了第二款所规定的数额，甲方应按装运货物所收到的发票累计总金额付给乙方________%的佣金。
Upon the expiration of the Agreement and Party B’s fullfilment of the total turnover mentioned in Article 2, Party A shall pay to Party B______% commission on the basis of the aggregate amount of the invoice value against the shipments effected.
7. 市场情况报告
Reports on Market Conditions
乙方每3个月向甲方提供一次有关当时市场情况和用户意见的详细报告。同时，乙方应随时向甲方提供其他供应商的类似商品样品及其价格、销售情况和广告资料。
Party B shall forward once every three months to party A detailed reports on current market conditions and of consumers’ comments. Meanwhile, Party B shall,from time to time, send to party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising materials.
8. 宣传广告费用
Advertising & Publicity Expenses
在本协议有效期内，乙方在上述经销地区所作广告宣传的一切费用，由乙方自理。乙方须事先向甲方提供宣传广告的图案及文字说明，由甲方审阅同意。
Party B shall bear all expenses for advertising and publicity within theaforementioned territory in the duration of this Agreement and submit to Party A all patterns and/or drawings and description for prior approval.
9. 协议有效期
Validity of Agreement
本协议经双方签字后生效，有效期为_______天，自________至________。若一方希望延长本协议，则须在本协议期满前1个月书面通知另一方，经双方协商决定。
若协议一方未履行协议条款，另一方有权终止协议。
This Agreement, after its being signed by the parties concerned, shall remain in force for________ days from ________ to _______ If either Party wishes to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration. The matter shall be decided by the agreement and by consent of the parties hereto. Should either party fail to implement the terms and conditions herein, the other party is entitled to terminate this Agreement.
10. 仲裁
Arbitration
在履行协议过程中，如产生争议，双方应友好协商解决。若通过友好协商达不成协议，则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程序暂行规定进行仲裁。该委员会的决定是终局的，对双方均具有约束力。仲裁费用，除另有规定外，由败诉一方负担。
All disputes arising from the execution of this Agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure. The decision made by this Commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party ,unless otherwise awarded.
11. 其他条款
Other Terms & Conditions
(1) 甲方不得向经销地区其他买主供应本协议所规定的商品。如有询价，当转达给乙方洽办。若有买主希望从甲方直接订购，甲方可以供货，但甲方须将有关销售确认书副本寄给乙方，并按所达成交易的发票金额给予乙方________%的佣金。
Party A shall no t supply the contracted commodity to any other buyer(s) in the above mentioned territory. Direct enquiries, if any, will be referred to Party B. However, should any other buyers wish to deal with Party A directly, Party A may do so. But party A shall send to Party B a copy of Sales Confirmation and give Party B________% commission on the basis of the net invoice value of the transaction(s)concluded.
(2) 若乙方在_______月内未能向甲方提供至少订货，甲方不承担本协议的义务。
Should Party B fail to pass on his orders to Party A in a period of _________ months for a minimum of ________Party A shall not bind himself to this Agreement.
(3) 对双方政府间的贸易，甲方有权按其政府的授权进行有关的直接贸易，而不受本协议约束。乙方不得干涉此种直接贸易，也无权向甲方提出任何补偿或佣金要求。
For any business transacted between governments of both Parties, Party A may handle such direct dealings as authorized by Party A’s government without binding himself to this Agreement. Party B shall not interfere in such direct dealings nor shall Party B bring forward any demand for compensation therefrom.
(4) 本协议受签约双方所签订的销售确认条款的制约。
This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto.
本协议于________年_________月_________日在_________签订，正本两份，甲乙双方各执一份。
This Agreement is signed on __________at___________ and is in two originals；each Party holds one.
甲方：________ 乙方：_________
（签字） （签字）
Party A:_______ Party B:________
(Signature) (Signature)
This agreement is made and entered into by and between the parties concerned on_________,_________ in _________, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:
1. The Parties Concerned
Party A:_________
Add:____________
Tel:_____________
Party B:_________
Add:____________
Tel:_____________
2. Appointment
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4,and Party B accepts and assumes such appointment.
3. Commodity
“Golden Fish” Brand Washing Machines
4. Territory
In Singapore only
5. Minimum turnover
Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than USD 100,000,00.
6. Price and Payment
The price for each individual transaction shall be fixed through negotiations between Party B and the buyer, and subject to Party A’s final confirmation.
Payment shall be made by confirmed, irrevocable L/C opened by the buyer in favor of Party A ,which shall reach Parth A 15 days before the date of shipment.
7. Exclusive Right
In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 4 to customers in Singapore through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in Singapore and shall not solicit or accept orders for the purpose of selling them outside Singapore. Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in Singapore during the validity of this agreement.
8. Market Report
In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and the buyer’s comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply party A with quotations and advertising materials on similar products of other suppliers.
9. Advertising and Expenses
Party A shall bear all expenses for advertising and publicity in connection with the commodity in question in Singapore within the validity of this agreement,and shall submit to Party A all audio and video materials intended for advertising for prior approval.
10. Commission
Party A shall pay Party B a commission of 5% on the net invoiced selling price on all orders directly obtained by Party B and accepted by party A. No commission shall be paid until Party A receives the full payment for each order.
11. Transactions Between Governmental Bodies
Transactions concluded between govenmental bodies of Party A and Party B shall not be restricted by the terms and conditions of this agreement, nor shall the amount of such transactions be counted as part of the turnover stipulated in Article 5.
12. Industrial Property Rights
Party B may use the trade-marks owned by Party A for the sale of the Washing Machines covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Washing Machines shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter’s rights.
13. Validity of Agreement
This agreement, when duly signed by the both parties concerned, shall remain if force for 12 months from October 1, 1992 to September 30,1993, and it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.
14. Termination
During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.
15. Force Majeure
Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
16. Arbitration
All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached throught negotiation, the case shallthen be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.
Party A:_________ Party B:_________
(Signature) (Signature)
This agreement is made as of ________________________, ____, by and between ___________________________________________ (hereinafter referred to as ’Company’), a corporation duly organized under the laws of the State of ______________, and having its principal place of business at ______________________________________, and The Research Foundation of State University of New York (hereinafter referred to as ’Foundation’), having its principal place of business at 35 State Street, Albany, New York 12207 U.S.A. (mailing address: P.O. Box 9, Albany, New York12201-0009).
A.The parties to this Agreement have developed or acquired technical and other proprietary information relating to Research Foundation Invention Case Number ______________________,entitled’__________________________’(hereinafter referred to as ’Confidential Information’) and the parties wish to ensure that the information which may be disclosed to each other is treated in strictest confidence.
B.Each of the parties desires to receive such Confidential Information from the other for the limited purpose of evaluating the suitability of entering into a business relationship or sponsorship of research, and each party recognizes the importance of safeguarding such Confidential Information against unauthorized use or disclosure.
Now, therefore, in consideration of the disclosures made hereunder, and covenants entered into herewith, Company and Foundation agree as follows.
Company and Foundation are willing to disclose such information to each other under the following conditions:
1.Each party’s Confidential Information shall be supplied to the other party in written, graphic, photographic, recorded, prototype, sample, or in any other tangible form and shall be identified as being disclosed under this Agreement.Any Confidential Information which is disclosed in oral form shall be identified as such at the time of disclosure and confirmed in written summary form within thirty (30) days after its disclosure to the receiving party.
2.As used in this Agreement, ’Confidential Information’ shall mean all data, samples, technical and economic information, commercialization, clinical and research strategies, trade secrets and know-how disclosed or provided by one party to the other in accordance with Paragraph 1, except such information which (a) can be shown by the receiving party to have been in its possession prior to disclosure to it by the other party; (b) at the time of disclosure hereunder is, or thereafter, becomes, through no fault of the receiving party, part of the public domain by publication or otherwise; (c) is furnished to the receiving party by a third party after the time of disclosure hereunder as a matter of right and without restriction on its disclosure; (d) is independently developed by employees or agents of the receiving party who have not had access, direct or indirect, to the Confidential Information received from the other; (e) is furnished to others by the disclosing party without restriction on disclosure; or (f) is disclosed to a third party with the written approval of the disclosing party.
3.Each party agrees to limit its use of any Confidential Information received from the other party to the evaluation for the additional purpose of negotiating in good faith the terms and conditions of a licensing or research agreement between them, and for no other purpose unless the parties shall otherwise agree in writing.Each party agrees to not make, use, sell, offer for sale, or have made, any product or service based upon the Confidential Information provided to it without executing a licensing agreement.Each party further agrees not to reverse engineer or disassemble the technology disclosed to it.
4.Each party agrees to maintain in confidence and not to disclose any Confidential Information received from the other party other than to employees or agents who have a need to know the Confidential Information for the purpose described in Paragraph 3.
5.Each party agrees not to make any copies in whole or in part of Confidential Information or analyze samples of tangible materials included therein, which are not available on the open market or from other sources, for any purposes other than the purposes set forth in Paragraph 3, and will, upon request by the disclosing party, return all tangible materials furnished hereunder and any notes or memoranda of conversations relating thereto, including any copies thereof.
6.The party receiving Confidential Information under this Agreement shall be held to the same standard of care in protecting such information as the receiving party normally employs to preserve and safeguard its own Confidential Information of similar kind.
7.The obligation of the parties under this Agreement shall terminate on the fifth anniversary of the date of this Agreement.
8.No right or license under any patent application, patent or other proprietary right is granted hereunder by implication or otherwise.
9.This Agreement may not be changed or modified or released, discharged, abandoned, or otherwise terminated in whole or in part, except by an instrument in writing signed by a duly authorized officer of each of Company and Foundation.
10.This Agreement shall be construed under the laws of the State of New York.
In witness whereof, the parties hereto have executed this Agreement the day and year first above written.
The Research Foundation of State University of New York
By:_____________________
Date: _____________________
Title:____________________
Company
By:_____________________
Date: _____________________
销售代理协议
SALES AGENCY AGREEMENT
编号：_________No：_________
日期：_________Date：_________
本协议双方为了发展贸易，在平等互利的基础上，按下列条件签定本协议。
This agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows：
1 订约人：_________
Contracting Parties：_________
供货人：_________
Supplier：_________ ( hereinafter called;PartyA;)
销售代理人：_________
Agent：_________( hereinafter called; PartyB;)
甲方委托乙方为销售代理人，推销下列商品。
Party A hereby appoints party B to act as his selling agent to sell the commodity mentioned below.
2 商品及数量或金额
Commodity and Quantity or amount
双方约定，乙方在协议有效期内，承销不少于_____的上述商品。
It is mutually agreed that Party B shall undertake to sell not less than _____ of the aforesaid commodity in the duration of this Agreement.
3 经销地区 只限在_____销售。
Territory In_____only.
4 定单的确认
关于协议所规定的上述商品的每笔交易，其数量、价格及装运条件等须经甲方确认，并签定销售确认书，对交易做具体规定。
Confirmation of orders
The quantities, prices and shipment of the commodities stated in this Agreement shall be confirmed for each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.
5 付款
订单确认后，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、不可撤消的即期信用证。乙方开出信用证后，应立即通知甲方，以便甲方准备交货。
Payment
After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C a vailable by draft at sight in favour of Party A within the time stipulated in the relevant S/C. Party B shall also notify Pary A immediately after L/C is opened, so that Party A can get prepared for delivery.
6 佣金
在本协议期满时，乙方完成了第二款所规定的数额，甲方当按装运货物所受到的全部发票金额付给乙方_____%的佣金。
Commission
Upon the expiration of the Agreement and Party B’s fullfilment of the total turnover mentioned in Article 2, Party A shall pay to Party B_____% commission on the basis of the aggregate amount of the invoice value already paid by Party B of the shipments effected.
7 市场情况报告
乙方每三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它供应商所给的类似商品的样品及其价格、销售情况和广告资料。
Reports on Market Conditions
Party B shall forward once every three months to Party A detailed reports on current market conditions and of consumers comments. Meanwhile, Party B shall, from time to time, send to Party A samples of similiar commodities offered by other suppliers, together with their prices, sales informaiton and advertising materials.
8 宣传广告费用
在本协议有效期内，乙方在上述经销地区内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。
Advertising & Publicity Expenses
Party B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement and submit to Party A all patterns and / or drawings and description for prior approval.
9 协议有效期
本协议由双方签字后生效，有效期_____年，自_____至_____。若一方希望延长本协议，则须在本协议期满前一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。
Validity of Agreement
This agreement, after its being signed by the parties concerned shall remain of in force for_____as from _____ to _____ If either party wish to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration, the matter shall be decided by consent of the parties hereto.
Should enther party fail to implement the terms and conditions herein, the other party is entitled to terminate the Agreement.
10 仲裁
在履行协议过程中，如产生争议，双方应友好协商解决。若通过友好协商未能达成协议，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。该委员会决定是终局的，对双方均有约束力。仲裁费用，除另有规定外，由败诉一方负担。
Arbitration
All disputes arising from the execution of this agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trad Arbitration Commission of the China Council for the Promotion of International Trade for Arbitration in accordance with its Provisional Rules of Procedure. The decesion made by this commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party, unless otherwise awarded.
11 其它条款
(1) 甲方不得向经销地区其它买主供应本协议所规定的商品，如有询价，当转给乙方洽办。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乙方_____%的佣金。
(2) 若乙方在_____月内未能向甲方提供至少_____的订货，甲方不承担本协议的义务。
(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，而不受本协议的约束。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。
(4) 本协议受签约双方所签定的销售确认条款的制约。
11 Other Terms&Conditions
(1) Party A shall not supply the contracted commodity to any other buyers in the above mentioned territory. Direct enquiries, if any , will be referred to Party B. Howerver, should any other buyers wish to deal with Party A directly, Party A may do so, But Party A shall send to Party B a copy of sales confirmaiton and give party B_____% commission(s) concluded.
(2) Should Party B fail to pass on his orders to Party A in a period of _____ months for a minimum of _____, Party A shall not bind himself to this Agreement.
(3) For any business transacted between governments of both Parties, Party A may handle such direct dealings as authorized by Party A’s government without binding himself to this Agreement. Party B shall not interfere in such direct dealings, nor shall Party B bring forward any demand for compensation therefrom.
(4) This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto.
本协议于_____年___月___日在_____签定，正本两份，甲乙双方各执一份。
This Agreement is signed on___/___/_____at_____and is in two originals, each party holds one.
甲方：_________ Party A：_________
乙方：_________Party B：_________
签字：_________ Signature：_________
签字：_________Signature：_________
This agreement is made on between
(1) (Holder(s) of Hong Kong Identity Card(s) No(s).
and Holder of Certificate of Availability for Sale No.) of
(hereinafter called ’the Vendor’);
(2) (Holder(s) of Hong Kong Identity Card(s) No(s).
and Holder of Certificate of Eligibility to Purchase No.) of
(hereinafter called ’the Purchaser’); and
(3) (Holder of Business Registration Certificate No.) of
(hereinafter called ’the Vendor’s Agent’) and(Holder of Business Registration Certificate No.) of (hereinafter called ’the Purchaser’s Agent’).]OR
[(3) (Holder of Business Registration Certificate No.) of (hereinafter called ’the Agent’).]
Now it is hereby agreedas follows:
1. The Vendor agrees to sell and the Purchaser agrees to purchase *[through the Vendor’s Agent and the Purchaser’s Agent/the Agent,] the Property known as(hereinafter called ’the Property’) subject to the terms and conditions herein contained.
2. The purchase price of the Property is HK$ which shall be paid by the Purchaser to the Vendor in the following manner:
(a) Initial deposit of HK$ shall be paid upon signing of this Agreement;
(b) Further deposit of HK$ shall be paid upon signing of the Formal Agreement for Sale and Purchase on or before ; and
(c) Balance of purchase price of HK$ shall be paid upon completion which should take place on or before .
3. Completion shall take place on or before and the Property is to be sold to the Purchaser subject to Clause 17 hereof but otherwise free from incumbrances.
4. Upon completion, the Vendor shall deliver vacant possession of the Property to the Purchaser.
5. The Purchaser shall not sub-sell the Property or transfer the benefit of this Agreement, whether by way of a direct or indirect reservation, right of first refusal, option, trust or power of attorney, nomination or any other method, arrangement or document of any description, conditional or unconditional, or enter into any agreement so to do before the completion of the sale and purchase of the Property.
When fixing the date of signing of the Formal Agreement for Sale and Purchase, the Purchaser and Vendor should refer to Clause 8 below.
6. The Vendor and the Purchaser agree that they shall separately appoint their own solicitors.
The Vendor shall be represented by and the Purchaser shall be represented by .
7. Each party shall bear its own legal costs. Subject to Clause 11 hereof, all stamp duty shall be borne by the Purchaser.
8. The Purchaser agrees to apply to the Housing Authority for a Letter of Nomination within one month from the date of this Agreement but in any event no later than seven working days prior to the signing of the Formal Agreement for Sale and Purchase.
9. In order to enable the Purchaser to apply for the Letter of Nomination, the Vendor agrees to tender the original of the Certificate of Availability for Sale to the Purchaser or his solicitors within days from the date of this Agreement but in any event no later than seven working days prior to the signing of the Formal Agreement for Sale and Purchase.
10. Should the Purchaser fail to obtain a Letter of Nomination (otherwise due to the Vendor’sfailure to tender the said Certificate of Availability for Sale pursuant to Clause 9 above) before the signing of the Formal Agreement for Sale and Purchase or fail to complete the purchase in manner herein contained or fail to observe any of the terms contained in this Agreement, the deposit shall be forfeited to the Vendor and the Vendor shall then be entitled at his sole discretion to sell the Property to other eligible purchasers as he thinks fit but without prejudice to the Vendor’’s right to claim specific performance and damages from the Purchaser.
11. Should the Vendor fail to tender the original of the Certificate of Availability for Sale to the Purchaser or his solicitors according to Clause 9 of this Agreement or fail to complete the sale in the manner herein contained or fail to comply with any of the terms of this Agreement, the Vendor shall forthwith return the deposit to the Purchaser and shall pay to the Purchaser a sum equivalent to the amount of the initial deposit as liquidated damages and shall also reimburse the Purchaser with the payment of stamp duty but without prejudice to the Purchaser’’s right to claim specific performance and damages from the Vendor.
12. In consideration of the services rendered by the Vendor’s Agent and the Purchaser’s Agent,entitled to receive HK$___________________from the Vendor and the Purchaser’s Agent shall be entitled to receive HK$ from the Purchaser as commission. Such commission shall be paid on or before .
OR In consideration of the services rendered by the Agent, the Agent shall be entitled to receive HK$ from the Vendor and HK$ from the Purchaser as commission. Such commission shall be paid on or before .
13. If in any case either the Vendor or the Purchaser fails to complete the sale and purchase in the manner herein mentioned, the defaulting party shall compensate at once the Vendor’s Agent HK$ and the Purchaser’s Agent HK$ /the Agent HK$ as liquidated damages.
14. The Property is sold to the Purchaser on an ’as is’ basis.
15. This Agreement supersedes all prior negotiations, representation, understanding and agreements between the parties hereto.
16. It is hereby agreed that the sale and purchase hereof shall include the chattels, furniture and fittings as set out in the Remarks.
17. The Purchaser acknowledges that he is purchasing the Property subject to the liability for payment of premium as set out in paragraph 1 of the Schedule to the Housing Ordinance Cap.283. The Vendor declares that for the purpose of calculation of the amount of premium under paragraph 1(b) of the Schedule to the Housing Ordinance, the Initial Market Value and the Purchase Price of the Property are HK$ and HK$ respectively.
18. If the Purchaser is more than one person, they shall hold the Property as Joint Tenants.
19. It is hereby agreed that *[the Vendor’s Agent is the agent of the Vendor only and the Purchaser’s Agent is the agent of the Purchaser only/the Agent is the agent for both the Vendor and the Purchaser/for the Vendor only/for the Purchaser only.]
20. It is declared by the Vendor and the Purchaser that they are selling and purchasing the Property under the HOS Secondary Market Scheme of the Hong Kong Housing Authority and acknowledge that this Agreement is subject to the terms, covenants and conditions mentioned in the Schedule to the Housing Ordinance (Cap.283) and any amendments thereto.
21. The sale and purchase hereof is also subject to the additional terms (if any) set out in the Schedule hereto and in the event of any contradiction between such additional terms and the prescribed terms and provisions of this provisional agreement and the Formal Agreement for Sale and Purchase, the prescribed terms and conditions shall prevail.
22. This Agreement constitutes a legally binding agreement between the parties hereto.
23. This Agreement should be interpreted in its English version in case of ambiguities.
24. Remarks :
SCHEDULE
Additional Terms
Signed by the Vendor :_______________________
Signed by the Purchaser:_____________________
Signed by the Vendor’s Agent :______________
Estate Agent’s Licence
(Individual) No. :___________________________
Signed by the Purchaser’s Agent
Estate Agent’s Licence
(Individuall No. :___________________________
OR
Signed by the Agent :________________________
Estate Agent’s Licence
Individual No. :_____________________________
Received from the Purchaser the initial deposit of HK$ (cheque no. )
甲方：
Party A：
Party B：_______________________________; Passport No:_________________________
鉴于甲方从事之经营项目的特殊性，甲乙双方根据有关法律、法规规定、在遵循平等自
愿、协商一致、诚实信用的原则下，就乙方在任职期间以及离职后的有关事项达成如下协议：
Whereas Party A engaged in the business view of the special nature of the project, both parties in
accordance with relevant laws and regulations, in compliance with equality, voluntariness,
consensus, under the principle of good faith, during party B’s tenure and after leaving , the matter
reached the following agreement:
第一条 保密
Confidentiality
Item 1
1.1 乙方承诺，在本协议约定的保密期内，严格按照本协议的保密内容以及公司的保密制度
履行保密义务。
For the term of this agreement, Party B promise to strictly fulfill confidentiality
obligations, according to the confidentiality content & company’s confidentiality policy.
第二条 保密内容
Item 2 Confidentiality Content
2.1 不为公众知悉，能为甲方带来经济利益，具有实用性并经权利人采取保密措施的技术信
息和经营信息，包括但不限于：专有技术及配方、新产品研发过程及成果、经营计划及策略、
财务状况、客户资料以及供应商资料等。
Technical and management information, which was not
known by the public, can bring economic benefits to Party A, with practicality, and the right take
security measures for, including but not limited to: intellectual property and formulations, new
product development process and results, management plans and strategies, financial condition,
customer data and vendor information, etc.
2.2 甲方已掌握并负有保密责任的第三者(如甲方的客户或者供应商)的技术信息和经营信
息，包括但不限于：专有技术及配方、新产品研发过程及成果、经营计划及策略、财务状况、
客户资料以及供应商资料等等。
Party A controls and has a duty of confidentiality to protect third
parties (such as the Party A's customers or suppliers) of technical and management information,
including but not limited to: intellectual property and formulations, new product development
process and results, business plans and strategies, financial condition, customer data and vendor
information, and so on.
2.3 甲方以书面或其他形式确定为商业秘密的资料和信息。
Data and information which Party A
in writing or otherwise identified as trade secret.
第三条 保密期限
Item 3 Confidentiality Period
3.1 除非甲方通过书面形式明确本协议所涉及的某项保密内容可以不用保密，则乙方应从与
甲方建立劳动关系之日起(包括试用期内)，无限期保守甲方之商业秘密。
Unless Party A make
sure in writing that a certain confidential content covered by this agreement can not be confidential ,
then Party B should keep the Party A’s trade secret for ever from the date of labor relations
(including probation).
第四条 泄密
Item 4 Leakage of the Trade Secret
4.1 凡未经甲方总经理或保密委员会书面授权而直接或间接以任何形式向任何人或任何组
织透露上述、涉及保密内容的行为均属泄密。
Without the written authorization of the general
manager or security committee of party A, behaviors of directly or indirectly, in any form to any
person or organization to disclose the above the content, are related to confidential disclosure.
4.2 当甲方将有关保密内容的资料或信息交由乙方保管时，若因乙方保管不当造成该资料或
信息的遗失、公开、泄露时，同样视为泄密。
When Party A ask party B to keep relating to the
contents of confidential data or information, if loss, publicity, disclosure caused by improper storage
of the data or information, for party B, the same as a leak.
第五条 违约责任
Liability for Breach
Item 5
5.1 如乙方行为造成泄密的，应立即终止泄密行为以及因此而引致的侵犯甲方商业秘密的行
为，积极协助甲方采取补救措施防止泄密范围的继续扩大，并向甲方支付由于违约行为而照
成的经济损失，该损失包括：直接损失、潜在损失以及权利人为主张权利而支付的费用等。
The trade secret leakage caused by the Party B’s behavior, those behavior should be immediately
terminated and the acts of infringement on Party A’s trade secrets should be immediately
terminated; Party B should actively assist the Party A to take remedial measures to prevent the
continued expansion of the disclosure, due to the breach, Party B should pay to Party A according
to the caused economic losses, the losses include: direct losses, potential losses and the expenses
of the allegation.
5.2 若该泄密行为发生在甲、乙双方劳动合同关系存续期间，则乙方除承担上述责任外，甲
方还有权无条件解除与乙方的劳动合同。
If the leaks occurred during the term of the labor
contract between Party A and Party B, In addition to assumption of these responsibilities by Party B,
Party A has the right to unconditionally terminate the labor contract with Party B
第六条 争议解决
Item 6 Dispute Resolution
6.1 如因本协议之履行发生争议，甲、乙双方应友好协商解决;协商不成，由公司所在地人
民法院处理。
If there is a dispute on implementation of this agreement, Party A and Party B should
be settled through friendly consultations; otherwise by the local people's court in the area of the
company, if negotiation fails.
第七条 本协议一式两份，甲、乙双方各执一份，每份具同等效力。
Item 7 This agreement shall be held in two copies of the same form. Each party shall preserve one
copy with equal legal effect.
甲方： 乙方：
Part A： Party B:
代表人：
Representative：
Date： Date：
Party A:_________
Address:_________
Party B:_________
Address:_________
Both parties of Party A and Party B have signed the Translation Service Contract based on the principle of friendly cooperation and mutual development. The articles are as follows:
1.Party A entrusts Party B with the translation service. Party A shall provide legible documents in time and give clear requirements and control the translation quality of Party B.
2.Party B shall complete the translation work in time and deliver the translation by printed hard copy and a relevant disk within the agreed date （with the exception of the delay caused by Force Majeure）. Details about the delivery time will be discussed between the two parties. For the urgent request， the delivery time will be discussed accordingly between the two parties.
3.Party B shall keep confidentiality of any documents provided by Party A and can not disclose to the third party.
4.Calculation of the load of translation: For electronic documents， the translation load shall be based on the statistics of the computer （Chinese Version Word20__ “Chinese characters not including blank spaces ”）. For printed documents， the translation load shall be calculated according to lines of Chinese characters （the original printed copy）， i.e. lines × rows.
5.Party B will charge the translation project from Party A with favorable price: For English-Chinese RMB /_________Chinese characters and marks（More than_________Chinese characters and marks）.
6.Party B can evaluate and notice Party A the estimated translation fee before the launch of the project. Party A shall pay to Party B the amount of translation fee according to the actually calculated load of translation （as specified in Clause 4 of this Contract）.
7.Party B promises to provide necessary modifications to the translation documents free of charge after the delivery.
8.Terms of payment:
Party A should pay Party B 50％ of the total payment when the translated document is delivered（on the same day）.
The remaining 50％ will be paid fully within_________days. When the payment is not received in _________days， a late payment charge of _________‰ daily is applied.
9.Party B shall guarantee that the quality of the translation and relevant service be up to the received evenhanded standard of the translation industry. In case any disputes arising from the quality of the translation material， it shall be settled through the judgment of a third party agreed by the two parties or apply to arbitration directly.
10.This contract is written in duplicates， one for each party and shall come into force after being signed and sealed by both Party A and Party B.
Party A（signature）:_________ Party B（signature）:_________
Date:_______________________ Date:______________________
DATED： ______________________
between
______‘s Yacht Company Limited， Hong Kong. (Hereinafter referred to as “the Builder”)
and
BBB CC， Vietnam， (Hereinafter referred to as “the Buyer”)
WHEREAS：
1) The Buyer wishes to acquire a AAA‘s Cape 65 Trawler Yacht (the yacht) designed by Thanos Condylis， and built to the Buyer’s stated requirements and specification， and the Builder has the capability， knowledge and skills to build and supply the same.
2) The Builder has agreed to construct， equip， fit-out， test and deliver the Yacht to the Buyer‘s stated requirements and specification， which the Buyer has agreed to accept upon the terms and conditions here in after specified：
Now therefore the Parties hereto have agreed and do hereby agree as follows：
ARTICLE I - INTERPRETATION
1) In this Contract the following words and expressions shall have the meaning hereby ascribed to them， except where the context otherwise admits or requires：
“Banking Days” Shall mean days upon which Hong Kong clearing banks are customarily open for business.
“the Builder‘s Clarifications” Shall mean the documents so entitled forming part of this Contract and set out as Annexes hereto; (See also Item (2) of this Article.)
“Buyer‘s Representative(s)” Shall mean such persons notified from time to time by the Buyer as having authority to act for the Buyer， the extent of such authority being set out in the notice;
“Items of Buyer‘s supply” Shall mean any item of equipment and stores for the Yacht ordered by the Buyer direct from the manufacturer or the supplier， for incorporation in the Yacht by the Builder;
“Items of Builder‘s supply” Shall mean any item of equipment and stores for the Yacht ordered by the Builder direct from the manufacturer or the supplier， for incorporation in the Yacht;
“the Certifying / Survey Body” Shall mean the body responsible for the survey and certification of the yacht to the requirements of the buyer.
“the Contract” Shall mean (a) this Contract， and (b) the attached Annexes and schedule more particularly described below.
“the Contract Delivery Date” Shall mean no later than ________;
“the Contract Master Programme” Shall mean the programme for construction of the Yacht， set out in Annex D;
“the Contract Price” Shall mean the price stipulated in Article V for the Yacht， Yard Number 005;
“the Yacht” Shall mean the yacht the subject of this Contract and generally as described in Article II， with all the machinery， apparatus， outfit， materials， and equipment appurtenant thereto， but excluding the items of Buyer‘s supply. “the Boatyard” Shall mean AAA‘s Yacht Company， Xinhui， China.
“the Design Specifications” Shall mean the specifications， designs， plans and drawings， set out in Schedule A， prepared and signed by the Buyer， identified as forming part of this Contract， and including such revised or supplemental specifications， plans and drawings as may subsequently be agreed between the Buyer and the Builder PROVIDED that (i) in the case of any inconsistency between any Article or paragraph of this Contract and the Design Specifications， this Contract shall prevail， (ii) in the case of any inconsistency between the Design Specifications and a plan or drawing， the Design Specification shall prevail， and (iii) in the case of any inconsistency between one plan or drawing and another plan or drawing， the later in date shall prevail;
’Schedule A’ Shall mean the agreed schedule of drawings
“Annex A” Shall mean the list of materials， components and equipment defining a completed yacht;
’Annex B’ Shall mean the agreed weld quality procedures
“Annex C” Shall mean the agreed Shot Blasting， Fairing， Painting and foaming Specifications
’Annex D“ Shall mean the agreed production schedule master program.
“Specified” Shall mean stipulated in the specifications and Annex A;
“Supplier” Shall mean any person， firm or company， which has entered into a contract with the Builder for the supply of materials， machinery， services or equipment (other than items of Buyer‘s supply) for the yacht;
The Index， Article and paragraph headings， are inserted for convenience only and shall not affect the construction of this Contract.
Words importing the singular shall include the plural and vice versa.
2) List of Builder‘s clarifications， not covered in Annex A document：
“Cradles for Transport” The supply of a Cradle for shipment is excluded from this Contract.
“Dressing/Stepping the Mast” The dressing and stepping of mast for the Yacht is included in the Builder‘s supply.
“Storage” The Builder will arrange secure storage ashore for the Yacht at the Boatyard between completion of build and handover at delivery.
“Fabrication” The Builder will supply steel in pre-cut form with a test certificate in accordance with the builder‘s production and quality plan.
“Welding” The Contract is based on NDT (non destructive testing) being conducted to the standards required by Det Norske Veritas class Rules for yacht and Small Craft， including 100% visual examination. Radiography will be completed where appropriate， at the Builder‘s cost.
All welding will be carried out in accordance with the quality plan and ISO weld procedures approved by the buyer‘s representative and will be in general accordance with Det Norske Veritas requirements.
“Shot Blasting” Shot Blasting of the Yacht will be in accordance with the agreed specification attached in Annex C.
“Insulation” The insulation of the Yacht will be in accordance with the agreed specification attached in Annex C.
“Fairing and Painting” The fairing and painting of the Yacht will be in accordance with the Coatings Specification attached in Annex C.
“Equipment” The responsibility for the supply of materials and equipment will be as defined and agreed in the Components List (Annex A) for the Yacht.
“Quality Plan Documentation” An agreed quality plan will be issued covering all aspects of the Yacht‘s construction， which will include：
a) Hull & Deck Fabrication
b) Blast and Prime
c) Fair and Paint
d) Electrical and mechanical Engineering
e) Fit-Out
ARTICLE II – DESCRIPTION
1) The Yacht to be constructed under this Contract is a Motor Yacht of approximately 20.00 metres length overall designed by Thanos Condylis， as described in the specifications， with the following main particulars：
Approximate Dimensions
Length overall about 20.00 metres
Length on the water line about 18.03 metres
Beam (max) about 5.75 metres
Draft about 1.77 metres
2) A distinctive yard Number shall be placed upon each Yacht and her materials and outfit， during construction. The Yard Number of the Yacht shall be KYC-005.
ARTICLE III – CONSTRUCTION， MATERIALS AND INSPECTION
1) The Yacht and her machinery， outfit， equipment， materials and workmanship shall be in accordance with this Contract and the Design Specifications.
2) In principle the builder will supply all material， components and equipment for the yacht as set out in Annexe A. Any additional material， components or equipment procured by the builder will be billed to the buyer at delivered cost plus 15%. However the builder must notify the buyer in writing prior to procurement of the cost and quantity of any items for which the builder intends to be billed to the buyers account.
3) In the event of any delay of delivery of material， components and equipment which are items of Buyer‘s supply， by the buyer resulting in delays to the production schedule set out in Annexe E， the contract delivery period may be extended by the amount of the delay. Provided always that the builder will use his best endeavours to minimise the delay so caused by re-scheduling work to utilise the material， components and equipment that have already been delivered to the builder.
4) If any specified materials are not available when required for incorporation on the Yacht， the Builder shall be at liberty to use other suitable materials in substitution therefore， subject to the approval of the Buyer， which approval shall not be unreasonably withheld. Any adjustment to the Contract， Delivery Date or Design Specification resulting from such substitution shall be made in accordance with the provisions of Article IV.
5) During construction of the Yacht， the Builder will permit the Buyer‘s Representative to attend the tests specified in Article VIII and to have access to the Boatyard during ordinary working hours while work is proceeding on the Yacht. The builder must give reasonable notice of such tests to the Buyer’s Representative in writing. The Builder will use its reasonable endeavours to arrange for the Buyer‘s Representative to have access to the premises of the Builder’s subcontractors for the purpose of inspecting materials and workmanship. If， during construction， the Buyer or his Representative alleges any defect or omission in the Yacht they shall， if required by the Builder， immediately specify the same in writing. If the Builder agrees that there has been a defect the Builder will at its own cost， before delivery， rectify the same.
6) The build will be subject to regular inspections by the Buyer. Accommodation， meals and entertainment in China for the Buyer‘s staff that are paid for by the builder， will be invoiced to the buyer at cost. The buyer will cover his own travel costs to and from the boatyard.
7) The Builder undertakes to provide a suitably qualified (English speaking) Marine Engineer to act as a liaison person with the Buyer throughout the duration of this contract.
8) Where practical the Builder shall take and make available to the Buyer， digital photographic evidence of all construction， painting and fit out stages during the Yacht‘s build. Such digital information will be sent to the Buyer or the Buyer’s Representative by electronic means and at such frequency to allow the Buyer or the Buyer‘s representative to monitor the course of the Yacht’s build.
9) The materials， components and equipment for the Yacht (as detailed and agreed on the Component Supply List in Annex A) that are the Builder‘s supply will be shipped to the Boatyard by the builder at his expense. Shipping costs of Items of Buyer’s supply will be at the Buyer‘s cost together with associated export and import procedures， duties and insurance.
10) The Builder‘s premises shall have the necessary facilities and equipment to construct the Yacht to the agreed standards and specifications. The facilities and equipment will include shot blasting equipment， airless spray equipment， bolt welding capacitor， heavy duty pulse MIG welding equipment and environmental monitoring equipment capable of providing a record of temperature， humidity and dew point.
ARTICLE IV – MODIFICATIONS
1) At any time prior to Delivery of the Yacht the Buyer through the Buyers’ Representative may request， in writing， modifications or additions to or deletions from the Design Specifications and Schedule A.
The Builder shall not be obliged to accede to any request under this paragraph (1) unless：
i) It is reasonable and practicable for the Builder to do so having regard to the stage of construction which the Yacht has reached and to the Builder‘s Boatyard programme;
ii) The Parties shall first agree in writing in relation to such modifications， additions， or deletions：
(1) Any increase or decrease in the Contract Price and variation of the payment terms for the Yacht;
(2) Any extension of the Contract Delivery Date;
(3) Any alteration of the terms of this Contract or the Design Specification or Annex A.
Provided that the Builder shall be entitled to continue production in accordance with the Design Specifications and Schedule A until agreement has been reached as provided in this sub-paragraph ii)。
2) The Builder shall not make changes in constructional details or materials of the Yacht without the agreement of the Buyer in writing.
ARTICLE V – PRICE AND TERMS OF PAYMENT
The Builder has agreed to complete the construction， outfit and delivery of the Yacht for the Buyer on the following terms.
1. The contract price for the yacht will be US$850，000 (Eight hundred and fifty thousand US dollars)
2. Payment of the firm price for the Yacht， shall， subject to paragraph 3) hereof be made in instalments from the Buyer to the Builder as follows：
Instalment Event
a) Initial deposit of US$127，500 (one hundred and twenty seven thousand five hundred) payable on the signing hereof.
b) Upon arrival of all structural building materials in the Boatyard， US$127，500 (one hundred and twenty seven thousand five hundred)
c) On satisfactory completion of the Yacht‘s structural steel work US$127，500 (one hundred and twenty seven thousand five hundred)
d) On satisfactory completion of the Yacht‘s interior painting and insulation stages， substantial completion of the Yacht’s interior furniture built off the Yacht， and at the start of fit out， US$127，500 (one hundred and twenty seven thousand five hundred)
e) On satisfactory completion of the Yacht‘s exterior painting stages， US$127，500 (one hundred and twenty seven thousand five hundred)。
f) On satisfactory installation of the Yacht‘s engines， generators and main engine room systems， together with installation of the fly bridge structure， US$127，500 (one hundred and twenty seven thousand five hundred)。
g) On delivery and final acceptance of the Yacht by the Buyer US$85，000 (Eighty five thousand)。
2) The Builder shall， by not less than fourteen days notice in writing， advise the Buyer of the date upon which each instalment of the Contract Price shall become payable.
(i) Subject to the Builder‘s compliance with the notice provisions of the foregoing paragraph， each of the said instalments shall become due and payable upon the appropriate Instalment Event， subject to receipt by the Buyer of the Builder’s invoice thereof， accompanied by a “Stage Certificate” Issued by the Builder certifying that the appropriate Instalment Event has taken place.
(ii) Prior to each Instalment Event， the Builder shall notify the Buyer， in writing， of the amount of any reduction in， or addition to， the Contract Price， in accordance with the terms of this Contract. The instalment due on the forthcoming Instalment Event shall be adjusted to take account of any such amendment to the Contract Price.
4) The amount of each instalment of the Contract Price shall be paid direct to AAA‘s Yacht Company Limited， A/C number 0842-5094 at Citibank Hong Kong， (Routed via Citibank NY， ABA # 021000089， A/C Citibank HK， CHIPS UID 030339， Swift Code CITIHKHX) for the account of the Builder within fourteen Banking days of the due date for payment and if not so paid shall (without prejudice to any other rights of the Builder in respect of non-payment) bear interest from the due date until payment at HK Base Rate plus 4%.
5) In the event of the Builder issuing a Stage Certificate under (3) (i) and the Buyer considering that the Builder should not have issued the same because the Instalment Event shall not have been reached， or， if reached， that the work or materials executed or incorporated by the Builder in the Yacht was not in accordance with the requirements of this Contract or in accordance with good engineering practice then the Buyer may give a Counter Notice specifying the matters by reason whereof the Buyer contends that the Stage Certificate should not have been issued， and thereupon if the Parties do not agree then the matter shall be referred for resolution to an arbitrator to be agreed by the Parties.
ARTICLE VI – PROPERTY
1) The Yacht as she is constructed， and all machinery and equipment and materials， whether wholly or partially finished or unfinished， from time to time appropriated or intended for the Yacht in the Boatyard or elsewhere， shall be and remain the absolute property of the Buyer (and shall be at the risk of the Builder) and shall be within the ownership and disposition of the Buyer. The builder shall， however， have a lien upon the craft， machinery and equipment and materials for recovery of all sums due under the terms of this agreement or any variation or modification thereof.
2) The builder will co-operate with and give all reasonable assistance to the buyer in relation to the measurement and registration of the yacht.
ARTICLE VII – INSURANCE
1) During the period of construction under this Contract and until delivery of the Yacht in accordance with Article IX， the Yacht and all materials， machinery and equipment allocated for the construction thereof and all items of Buyer‘s supply actually delivered to the Builder shall be at the risk of the Builder， who shall at its own expense keep the same insured for a sum not less than 110% of the aggregate sum of the contract price plus the value of the items of Buyer’s Supply with an approved insurer or insurers and in respect of and against all ordinary yacht building risks， being fire， storm， theft， flood， lightening， explosion， docking， undocking， launching， salvage， removal of wreck， strikes， civil commotion， malicious damage， sabotage and vandalism.
2) Buyers supply items will be delivered to the Builder at Xinhui port， at which point the risk for the items will pass to the Builder.
3) A certificate of insurance showing that the necessary cover is in place shall be delivered to the Buyer if so required.
4) In the event of an actual， constructive， compromised or arranged total loss of the Yacht prior to Delivery of the same to the Buyer， either the Buyer or the Builder shall be entitled to terminate this Contract by serving up on the Builder or the Buyer， as the case may be， written notice of termination， such notice to be dispatched within fourteen days of the date upon which the insurers accept that the Yacht has become an actual constructive， compromised or arranged total loss.
5) In the event of any loss or damage being sustained by the Yacht prior to delivery which does not constitute an actual， constructive， compromised or arranged total loss， the Builder shall repair and make good that loss or damage (hereinafter referred to as a ‘partial loss’) at the cost of the Builder and whether or not sufficient insurance funds may be available.
6) The proceeds of the insurance referred to in paragraph (1) of this Article shall be dealt with as follows：
If the insurance proceeds are in respect of an actual or constructive or compromised or arranged total loss then they shall be applied firstly in reimbursement to the Buyer of the amount of all payments， if any， made by the Buyer to the Builder under this Contract and in reimbursement of the value of any items of Buyer‘s Supply and， secondly， in payment of any balance to the Builder.
7) Following Delivery of the Yacht， the Buyer shall accept all risk in the Yacht including all materials， machinery and equipment thereof， and the Buyer shall at its own expense be responsible for all insurance risks thereafter.
ARTICLE VIII – TESTS
1) Prior to delivery of the Yacht to the Buyer， the Builder shall carry out the tests provided for in the Quality Documentation， including but not limited to： a) Noise and vibration
b) Hose and pressure tests
c) Motoring trials within the confines of the West River.
2) The Builder shall give the Buyer reasonable written notice of the time and place at which each of the tests is to be carried out.
ARTICLE IX – DELIVERY
1) The Yacht shall be delivered to the Buyer by the Builder at a mutually agreed place in Hong Kong Harbour on or before the Contract Delivery Date， or as the said Contract Delivery Dates may have been extended in accordance with the provisions of Articles III or IV.
2) Provided that all instalments and other sums as set out and contained in Article V are fully paid then the Delivery of the Yacht shall be effected forthwith by the concurrent signature by the Buyer and the Builder of a Certificate of Delivery and Acceptance acknowledging Delivery of the Yacht by the Builder and acceptance thereof by the Buyer provided that the signature thereof by the Buyer shall not operate as a waiver of any rights which the Buyer might otherwise have in respect of the Yacht. 3) Upon delivery， the risk in the Yacht delivered shall pass to the Buyer， it being expressly understood that， until Delivery is effected， the Yacht and their equipment are at the entire risk of the Builder.
4) The Buyer shall take possession of the Yacht immediately upon Delivery.
5) If the Builder is unable to tender the Yacht for Delivery within sixty days (‘the Period of Grace’) of the Contract Delivery Date， the Builder shall pay to the Buyer as agreed and liquidated damages the sum of US$100 for each day the Yacht is not so tendered for the first thirty day period of delay after the period of grace， then US$250 for each subsequent day the Yacht is not so tendered and until satisfactory delivery is made.
6) If any items on the Yacht are incomplete when that Yacht is otherwise ready for delivery and the Buyer and the Builder agree that such items do not materially affect the operation of the Yacht nor are likely to cause damage or deterioration， then the Buyer will not unreasonably withhold its consent to take Delivery of the Yacht subject to the right of the Buyer to have such items completed in a manner to be mutually agreed upon in writing between the Builder and the Buyer and at the cost of the Builder.
ARTICLE X – DEFAULT OF THE BUILDER
1) The Builder shall be in default and this Contract may be terminated by the Buyer by notice in writing to the Builder if at any time before Delivery of either Yacht： a) The Builder without just cause refuses to proceed with the construction of the Yacht;
b) An order is made or an effective resolution is passed for the winding up of the Builder or a receiver or administrator is appointed of the whole or any part of the undertaking of the Builder or;
c) The Buyer is entitled to reject the yacht under Article III Sub Para 5 and if the builder does not rectify the defect or omission in a reasonable time.
d) It shall become apparent during the period allowed for construction of the Yacht that the Builder shall be two months in arrears in relation to the Critical Build Chart (such arrears not being in respect of Force Majeure) in respect of the Yacht.
2) In the event of the Buyer terminating this Contract in accordance with paragraph (1) of this Article， the Buyer shall be entitled to take possession of the Yacht in its unfinished state and complete the same， or have the same completed， elsewhere at a mutually agreed cost. The costs incurred by the Buyer in completing the Yacht including all costs of transportation and insurance shall be deducted from the remaining instalments of the Contract Price. If the said costs shall exceed the amount of the remaining instalments of the Contract Price， the Builder shall pay the difference to the Buyer.
3) Upon the Buyer taking possession of the Yacht， in terms of the foregoing paragraph(a) the property and risk in the Yacht and all its materials， machinery， apparatus， outfit and equipment shall pass to the Buyer， and (b) save as provided in paragraph (2) all the obligations， duties and liabilities of each of the parties to the other， under this Contract， shall forthwith be completely discharged.
4) When any sum is payable by the Builder to the Buyer by way of liquidated damages pursuant to the provisions of this Contract， payment shall be made within fourteen days of Delivery (and not deducted from sums due to the Builder on Delivery) and shall be in full and final satisfaction of all claims on behalf of the Buyer in respect of the matters which gave rise to the payment， without prejudice， however， to any other claim of the Buyer in respect of matters other than delay.
5) Notice of termination by the Buyer shall be given in writing and shall be effective fourteen days after receipt by the Builder unless the Builder shall have then remedied the default.
ARTICLE XII – DEFAULT OF THE BUYER
(1) The Buyer shall be in default and this Contract may， at the discretion of the Builder， be suspended in whole or in part， or terminated， by the Builder， by notice in writing to the Buyer， if：
(a) The Buyer fails to pay any instalment of the Contract Price within seven banking days of its becoming due and payable in accordance with Article V; or
(b) The Buyer， without due cause， fails to accept the Yacht and pay all sums due on Delivery within seven days of the Yacht being tendered for Delivery in accordance with this Contract.
(c) The buyer fails to supply the materials， components and equipment in accordance with this contract the buyer having been notified in writing by the builder of the material， components or equipment which the buyer has failed to supply to the builder and
B) The buyer having failed to make such supply within seven (7) days of receipt of such notice and
Such failure to supply or delay causes the builder actual direct delay or additional cost.
(2) If the Builder suspends the Contract， the period of suspension shall endure until：
(a) The Buyer has remedied the default; or
(b) Notice of termination of the Contract is given by the Builder to the Buyer; or
(c) The Builder otherwise intimates to the Buyer that work under the Contract is to be resumed.
3) Notice of termination by the Builder under this Article shall be given by fax and confirmed in writing and shall be effective seven days after receipt thereof by the Buyer， whereupon the Builder shall (unless the Buyer shall have then remedied the default) be entitled to exercise the rights provided for in paragraph (5)。 4) The Builder shall be entitled to terminate this Contract forthwith， by notice given by fax and confirmed in writing， upon an order being made or an effective resolution being passed for the winding up of the Buyer (other than a members‘ voluntary winding up for the purpose of amalgamation or reconstruction) or a receiver or administrator being appointed of the whole or part of the undertaking of the Buyer.
5) If the Builder shall terminate this Contract under this Article the Builder shall be entitled (in addition to interest as provided in Article V (4)) to the proved loss resulting from the Buyer‘s default. The Builder shall sell the Yacht by public auction， or tender， or private sale， at its discretion， and shall apply the proceeds of sale (after deducting the expenses of sale including the cost of completing the Yacht for sale) together with any instalments of the Contract Price paid under Article V as follows：
i) In satisfaction of the balance due to the Builder under this Contract; and
ii) In making over the balance， if any， to the Buyer. ARTICLE XII – GUARANTEE
1) The Builder guarantees the Yacht and all parts and equipment thereof manufactured or furnished or supplied by the Builder or the Builder‘s supplier or subcontractor under this Contract (including installation by the Builder of items of Buyer’s supply) against all defects which are due to faulty workmanship， for a period of twelve months from the Date of Delivery of the Yacht to the Buyer (‘the Guarantee Period’)。 Such guarantee will not subsist， to the extent the defect directly results from a procedure specified or approved by the buyer and not faulty workmanship. The guarantee provided in this paragraph (‘the Builder’s Guarantee‘) is subject to the provisions of this Article.
2) The Buyer or its Representative shall notify the Builder in writing， within 30 days after discovery of any defect for which a claim is made under the Builder‘s guarantee. The Buyer’s written notice shall so far as possible include full details as to the nature of the defect and the extent of the damage caused thereby.
3) The Builder shall have no obligation under the Builder‘s Guarantee for any defects discovered prior to the date of expiry of the Guarantee Period unless the Builder receives notice of such defects not later than thirty days after such date of expiry. The Builder has no obligation in respect of defects discovered after the date of expiry of the Guarantee Period.
4) The Builder‘s Guarantee shall be limited to remedying at its expense (including any attributable dry-docking charges) any defect against which the Yacht or any part or equipment thereof is guaranteed hereunder by making all necessary repairs and replacements in the Boatyard provided that if the Yacht cannot conveniently be brought to the Boatyard the Builder shall pay to the Buyer as full and final compensation the equivalent in United States dollars of the amount that the Builder would charge the Buyer on an arm’s length basis (including any attributable dry-docking charges) if the defects had been made good at the Boatyard， or the actual cost of repair， whichever is the lower.
ARTICLE XIII – PATENTS， TRADE MARKS， COPYRIGHTS
All documentation and drawings provided by the Buyer for the Builder shall remain the copyright of the Buyer. However for his own use in respect of and for the duration of this Contract only， the Builder has the permission of the Buyer to copy relevant documentation and drawings.
ARTICLE XIV – LAW
This Contract shall be construed and interpreted in accordance with the laws of Hong Kong and the Parties hereby submit to the exclusive jurisdiction of the Courts of the Hong Kong Special Economic Region of the Peoples Republic of China.
ARTICLE XV – ASSIGNMENT
Neither of the Parties hereto shall be entitled to assign or transfer or subcontract any of its rights or duties hereunder without the prior written consent of the other， provided that this Article shall not operate to prevent the Builder subcontracting the work.
ARTICLE XVI – COMMUNICATIONS
Unless expressly provided otherwise in this Contract， all notices and communications required to be given hereunder shall be in writing (which expression includes facsimile messages and email messages) and shall be addressed to the Buyer at： Ho Chi Minh City， Vietnam， Tel： _______， fax：_______， email KKK， and to the Builder at： ， Kowloon， Hong Kong， Tel： _______， Fax： _______， email： KKK. Each party shall bear all the costs of its own communications.
ARTICLE XVII – WAIVER
Any waiver， or neglect， or forbearance by either Party to require or enforce any of the provisions of this Contract， at any time， shall not prejudice or affect any right of that party afterwards to act strictly in accordance with the provisions herein contained.
ARTICLE XVIII – ENTIRE CONTRACT
This Contract constitutes the entire agreement between the Builder and the Buyer in relation to the construction and purchase of the Yacht and neither Party places any reliance whatsoever on any representations， statements or understandings， whether oral or in writing， made prior to the date of execution of this Contract， other than those representations， agreements， statements and understandings expressly incorporated in this Contract.
ARTICLE XIX – DESIGN
The Buyer accepts that the Yacht， as constructed by the Builder according to the Design Specifications， will be fit for the purpose intended by the Buyer.
IN WITNESS WHEREOF the Parties hereto have subscribed this Contract by their representatives duly authorised in that behalf，
______________________。
for AAA‘S YACHT COMPANY (Signature and Date)
______________________。
WITNESS (Print Name， Address and Date)
WITNESS (Signature and Date)
______________________。
Mr. BBB CC
______________________。
WITNESS (Print Name， Address and Date)
______________________。
WITNESS (Signature and Date)
1.Definition.
’ABC’ shall mean ABC (China) Electronics, Ltd. ’Customer’ shall mean the customer named in the Agreement; and ’Product’ shall collectively mean the Equipment and Software which ABC and Customer agree to be serviced pursuant to this Service Agreement. Such Product is listed on the first page of this Agreement.
2.Acceptance.
The terms and conditions set forth on all twelve pages of this Agreement is an offer to purchase Service by Customer which shall become a Service Agreement when acknowledged in writing by ABC’’s Service Department; and the banking, negotiation or other use of any payment shall not constitute an acceptance by ABC. It is agreed that Service shall be provided only on the terms and conditions contained in this Agreement. ABC shall not be bound by terms and conditions in Customer’’s purchase order or elsewhere unless expressly agreed to in writing. Both parties to this Agreement agree that upon acceptance by ABC’’s Service Department, ABC’’s interest in the Agreement is assigned to ABC, Inc. (MINC).
3. Service Defined
ABC agrees to provide service for the Customer for the Product listed on the first page of this Agreement. Such Products shall be serviced according to the terms and conditions on all twelve pages of this Agreement (’Service’). The Service shall begin and end on the dates set forth on the first page of this Agreement. ABC shall also Service other Product manufactured by MINC. or MINC’’s subsidiaries and purchased by customer during the term of this Agreement on the same terms and conditions set forth in this Agreement at the then current service fees for such Product. Upon delivery of such other Product to Customer, service fees for Service of such other Product shall be added to the billing cycle following expiration of the labor warranty on such other Product. In the event of loss, damage, theft or removal from Service of any Product, Customer shall immediately report the loss, damage, theft or removal in writing to ABC. In this event, Customer’’s obligation to pay service fees with respect to any such Product shall terminate at the end of the month in which ABC receives such written report.
Mobile Product shall be removed and reinstalled in different vehicles at Customer’’s request for the service fee in effect at the time of Customer’’s request.
This Agreement does not include service of any transmission line, antenna, tower or tower lighting, unless such work is described on the first page of this Agreement. Service shall include the labor and parts required to repair Product which has become defective through normal wear and usage. This does not include consumable and their installation. Service does not include the repair or replacement of Product which has otherwise become defective, including, but not limited to, damage caused by accidents, physical or electronic abuse or misuse, acts of God, fires or other casualty. Service performed for non-covered repairs shall be billed at ABC’’s above contract rate applicable for such Service. Product under contract must be maintained in environmental conditions as set forth in the Product specifications and damage resulting from environmental conditions not conforming to the specifications is not covered by this Agreement.
Where telephone lines and Product are used in conjunction with ABC maintained Product, ABC shall have no obligation or responsibility for such telephone lines or Product but shall, upon request, assist the Telephone Company in repairing such upon payment at the appropriate above contract rate.
Customer shall indicate on the first page of this Agreement any Product which is intrinsically safe so that appropriate parts and procedures may be used to maintain such status.
At the expiration of twelve (12) months after the commencement of Service hereunder (or any time thereafter), if Product cannot in ABC’’s opinion be properly or economically repaired, because (but not limited to) excessive wear, deterioration or unavailability of parts, ABC at its sole option, upon thirty (30) days prior written notice to Customer sent by certified mail, may either: (1) remove such Product from this Agreement; or (2) may increase the price to Service such Product. Customer shall have thirty (30) days from receipt of notice of price increase to object to such increase. If Customer properly objects to such increase, ABC shall then have the option to remove such Product from coverage by this Agreement. Customer’’s obligation to pay Service fees with respect to Product removed from this Agreement shall terminate at the end of the month during which such Product is removed.
The Product shall be serviced by ABC in accordance with the following standards: (i) ABC parts or parts equal quality shall be used; (ii) the Product shall be serviced at levels set forth in ABC’’s product manuals; and (iii) routine service procedures prescribed from time to time by ABC for its Product shall be followed.
5. Time And Place of Service.
Service shall be done at the location specified on the first page of this Agreement. Where Service is to be performed at the location of the Product, Customer shall furnish shelter, heat, light and power at these locations, Customer shall notify ABC immediately of Product failure, allow ABC full and free access to the Product, and cooperate fully with ABC in ABC’’s servicing of the Product. Waiver of liability by ABC against Customer or other restrictions shall not be imposed by Customer as a site access requirement. Customer shall allow ABC full and free access to the Product. Customer shall allow ABC to use necessary machines, communications, facilities, features and other product (except as normally supplied by ABC) at no charge. Mobiles and removable Product shall be delivered by Customer to the ABC Service Center indicated on the first page of this Agreement.
Hours of Service under this Agreement shall be the normal working hours, excluding holidays, of ABC’’s Service Center unless otherwise indicated on the first page of this Agreement.
6. Payment/Taxes.
Each payment is due on or before the date set forth on the first page of this Agreement. ABC may terminate this Agreement by giving Customer ten (10) days notice by certified mail if Customer defaults in its payment to ABC. Customer shall reimburse ABC for all property taxes, sales and use taxes, excise taxes, and the taxes or assessments now or hereafter imposed by authority of any National or Local law, rule or regulation with respect to the Service of the Product except income taxes or other legally reimbursable taxes of ABC.
7. Right to Subcontract.
ABC shall have the right to subcontract in whole or in part the Service called for by this Agreement. ABC shall notify Customer of the name and address of each subcontractor.
8. Revision of Fees.
Prior to an Anniversary of the ’Expiration Date’ indicated on the first page of this Agreement, ABC may revise the Service fees set forth on the first page of this Agreement by giving Customer written notice of the amount of the increase at least sixty (60) days in advance of that Anniversary date. Upon receipt of any such notice, Customer may terminate this Agreement on the Expiration Date or any Anniversary of it upon thirty (30) days prior written notice to ABC sent by certified mail to the address indicated in this Agreement; otherwise the new fees shall become effective on the Anniversary date. In the event of such termination, all accrued and unpaid charges shall be due and payable immediately upon termination.
9. Automatic Renewal.
After the Expiration Date indicated on the first page of this Agreement, this Agreement shall continue for successive additional periods of one year, provided that either ABC or Customer may terminate this Agreement on the Expiration Date or any Anniversary of it upon thirty (30) days prior written notice to the other party sent by certified mail to the address indicated in this Agreement.
10. Interruption of Service.
Customer shall notify the servicing agency in the event of the failure of any Product. If the servicing agency fails to repair the Product within a reasonable time, Customer shall notify the ABC office designated by ABC. After said notice from Customer to the servicing agency and to the ABC office designated by ABC, ABC shall be liable for any interruption or interference affecting the use or transmission through the Product maintained to the extent of a pro rata allowance based on the monthly service fee for the time such interruption or interference is attributable to the fault of ABC or its subcontractor. ABC does not assume and shall have no ability under this Agreement for failure to provide or delay in providing service for the Product due directly or indirectly to causes beyond the control of ABC, including, but not restricted to, acts of God, acts of the public enemy, acts of the PRC, the United States, any State, Territory of the United States, or any political subdivision of the foregoing, or the District of Columbia, acts of failure to act of the Customer, its agents, employees or subcontractors, fires, floods, casualty, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather conditions or defaults of ABC subcontractors due to any such causes.
11. Warranty Limitations.
Except As Specified in This Agreement. ABC Disclaims All Warranties, Express or Implied, Including, Without Limitation, the Implied Warranties of Merchantability and Fitness for A Particular Purpose. In No Event Shall ABC Be liable for Incidental or Consequential Damages to the Full Extent Such May Be Disclaimed by Law.
12. SRRC or MPT and Other Government Matters.
Although ABC may assist in preparation of the SRRC or MPT license application, Customer is solely responsible for obtaining any licenses or other authorizations required by the State Radio Regulatory Commission (’SRRC’) or Ministry of Post and Telecommunication, or any other National and/or Local governmental agency. Customer is solely responsible for complying with applicable SRRC or MPT rules and regulations and the applicable rules and regulations of any other National and/or Local governmental agency. Neither ABC nor any of its employees is an agent of Customer in SRRC or MPT or other governmental matters. ABC, however, may assist in preparation of the SRRC or MPT license application at no charge to Customer.
13. Entire Agreement.
Customer acknowledges that it has read and understands the terms and conditions of the Agreement and agrees to be bound by them, that it is the complete and conclusive statement of the agreement between the parties and that this Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter hereof and all understandings and agreements, oral and written, heretofore made between ABC and Customer, are merged in this Agreement which alone fully and completely expresses their agreement.
14. Amendment.
No modification of or additions to this Agreement shall be binding upon ABC unless such modification is in writing and signed by the ABC Division Service Vice President authorized to make such revisions and an authorized agent of Customer.
15. Validity.
If any term or provision of this Agreement shall to any extent be held by a court or other tribunal to be invalid, void or unenforceable, then that term or provision shall be inoperative and void insofar as it is in conflict with law, but the remaining terms and provisions of this Agreement shall nevertheless continue in full force and effect and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held to be invalid, void or unenforceable.
16. Headings.
Section and paragraph headings used in this Agreement are for convenience only and are not to be deemed or construed to be part of this Agreement.
17. Law.
This Agreement and the Rights and Duties of the Parties Shall Be Governed and Interpreted in Accordance With the Laws of the PRC.
18. Assignment.
No assignment or transfer, in whole or in part, of this Agreement by Customer shall be binding upon ABC without its prior written consent.
19. Waiver.
Failure or delay on the part of ABC or Customer to exercise any right, power or privilege under this Agreement shall not operate as a waiver of any right, power or privilege of this Agreement.
20. Time To Sue.
Except for money due upon an open account, no action shall be brought for any breach of this Agreement more than two (2) years after the accrual of such cause of action except where a shorter limitation period is provided by applicable law.
21. Language.
This Agreement is executed in both Chinese and English versions. In case of any discrepancy, the English version shall prevail.