范文為教學(xué)中作為模范的文章，也常常用來指寫作的模板。常常用于文秘寫作的參考，也可以作為演講材料編寫前的參考。范文怎么寫才能發(fā)揮它最大的作用呢？下面是小編幫大家整理的優(yōu)質(zhì)范文，僅供參考，大家一起來看看吧。
agreement with篇一
witnesseth
whereas licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights to various other licensor properties as defined in paragraph 1 of the rider attached hereto and hereby made a part hereof (hereinafter called ’name’), said name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotional and advertising material in different businesses and being well known and recognized by the general public and associated in the public mind with licensor, and whereas licensee desires to utilize the name upon and in connection with the manufacture, sale and distribution of articles hereinafter described,now, therefore, in consideration of the mutual promises herein contained, it is here by agreed:
1. grant of license
(a) articles
upon the terms and conditions hereinafter set forth, licensor hereby grants to licensee as a related company, and licensee hereby accepts the right, license and privilege of utilizing the name solely and only upon and in connection with the manufacture, sale and distribution of the following articles.(insert description)
(b) territory
the license hereby granted extends only to ________________. licensee agrees that it will not make, or authorize, any use, direct or indirect, of the name in any other area, and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.
(c) term
the term of the license hereby granted shall be effective on the _______day of ____________ and shall continue until the _______ day of __________, unless sooner terminated in accordance with the provisions hereof. the term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on december 31st, ____________. at the end of each term, beginning with december 31st, ________________, this license shall be automatically renewed for a one year term expiring december 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date.
2. terms of payment
(a) rate
licensee agrees to pay to licensor as royalty a sum equal to __________percent of all net sales by licensee or any of its affiliated,associated or subsidiary companies of the articles covered by this agreement. the term ’net sales’ shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or uncollectible accounts. no costs incurred in the manufacture,sale, distribution or exploitation of the articles shall be deducted from any royalty payable by licensee. licensee agrees that in the event it should pay any other licensor a higher royalty or licensing rate or commission than that provided herein for the use of the name, than said higher rate shall automatically and immediately apply to this contract.
(b) minimum royalties
licensee agrees to pay to licensor a minimum royalty of___________dollars ($______) as a minimum guarantee against royalties to be paid to licensor during the first contract term, said minimum royalty to be paid on or before the last day of the initial term hereof. the advance sum of______________ dollars ($ __________) paid on the signing hereof shall be applied against such guarantee. no part of such minimum royalty shall in any event be repayable to licensee.
(c) periodic statements
within _________ days after the initial shipment of the articles covered by this agreement, and promptly on the _________________ of each calendar __________ thereafter, licensee shall furnish to licensor complete and accurate statements certified to be accurate by licensee showing the number, description and gross sales price, itemized deductions from gross sales price and net sales price of the articles covered by thisagreement distributed and/or sold by licensee during the preceding calendar ____________, together with any returns made during the preceding calendar ___________ for this purpose, licensee shall use the statement
form attached hereto, copies of which form may be obtained by licensee from licensor. such statements shall be furnished to licensor whether or not any of the articles have been sold during the preceding calendar____________.
(d) royalty payments
royalties in excess of the aforementioned minimum royalty shall be due on the ___________ day of the ____________ following the calendar_____________ in which earned, and payment shall accompany the statements furnished as required above. the receipt or acceptance by licensor of any of the statements furnished pursuant to this agreement or of any royalties paid hereunder (or the cashing of any royalty checks paid hereunder) shall not preclude licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment made by licensee. payment shall be in_______________. domestic taxes payable in the licensed territory shall be payable by licensee.
3. exclusivity
(a) nothing in this agreement shall be construed to prevent licensor from granting any other licenses for the use of the name or from utilizingthe name in any manner whatsoever, except that licensor agrees that except as provided herein it will grant no other licenses for the territory to which this license extends effective during the term of this agreement,for the use of the name in connection with the sale of the articles described in paragraph 1.(b) it is agreed that if licensor should convey an offer to licensee to purchase any of the articles listed in paragraph 1, in connection with a premium, giveaway or other promotional arrangement, licensee shall have_______ days within which to accept or reject such an offer. in the event that licensee fails to accept such offer within the specified _______days, licensor shall have the right to enter into the proposed premium,giveaway or promotional arrangement using the services of another manufacturer, provided, however, that in such event licensee shall have a three (3) day period within which to meet the best offer of such manufacturer for the production of such articles if the price of such manufacturer is higher than the price offered to licensee by ee agrees that it shall not, without the prior written consent of licensor, (i) offer the articles as a premium in connection with any other product or service, or (ii) sell or distribute the articles in connection with another product or service which product or service is a premium.
4. good will
licensee recognizes the great value of the good will associated with the name, and acknowledges that the name and all rights therein and good will pertaining thereto belong exclusively to licensor, and that the name has a secondary meaning in the mind of the public.
5 licensor’’s title and protection of licensor’’s rights
(a) licensee agrees that it will not during the term of this agreement, or thereafter, attack the title or any rights of licensor in and to the name or attack the validity of this license. licensor hereby indemnifies licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by licensee of the name as authorized in this agreement, provided that prompt notice is given to licensor of any such claim or suit and provided, further, that licensor shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit is made without the prior written consent of licensor.
(b) licensee agrees to assist licensor to the extent necessary in the procurement of any protection or to protect any of licensor’’s rights to the name, and licensor, if it so desires may commence or prosecute any claims or suits in its own name or in the name of licensee or join licensee as a party thereto. licensee shall notify licensor in writing of any infringements or imitations by others in the name on articles the same as or similar to those covered by this agreement which may come to licensee’’s attention, and licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. licensee shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of the licensor so to do.
6. indemnification by licensee and product liability insurance licensee hereby indemnifies licensor and undertakes to defend licensee and/or licensor against and hold licensor harmless from any claims, suits,loss and damage arising out of any allegedly unauthorized use of any trademark, patent, process, idea, method or device by licensee in connection with the articles covered by this agreement or any otheralleged action by licensee and also from any claims, suits, loss and damage arising out of alleged defects in the articles. licensee agreesthat it will obtain, at its own expense, product liability insurance from a recognized insurance company which has qualified to do business in____________, providing adequate protection (at least in the amount of_______) for licensor (as well for licensee) against any claims, suits,loss or damage arising out of any alleged defects in the articles. as proof of such insurance, a fully paid certificate of insurance naming licensor as an insured party will be submitted to licensor by licensee for licensor’’s prior approval before any article is distributed or sold, and at the latest within ______ days after the date first written above; any proposed change in certificates of insurance shall be submitted to licensor for its prior approval. licensor shall be entitled to a copy of the then prevailing certificate of insurance, which shall be furnished licensor by licensee. as used in the first 2 sentences of this paragraph6, ’licensor’ shall also include the officers, directors, agents, andemployees of the licensor, or any of its subsidiaries or affiliates, any person(s) the use of whose name may be licensed hereunder, the packageproducer and the cast of the radio and/or television program whose name may be licensed hereunder, the stations over which the programs are transmitted, any sponsor of said programs and its advertising agency, and their respective officers, directors, agents and employees.
7. quality of merchandise
licensee agrees that the articles covered by this agreement shall be of high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the name and the good will pertaining thereto, that such articles will be manufactured, sold and distributed inaccordance with all applicable federal, state and local laws, and that thesame shall not reflect adversely upon the good name of licensor or any ofits programs or the name. to this end licensee shall, before selling ordistributing any of the articles, furnish to licensor free of cost , for its written approval, a reasonable number of samples of each article, its cartons, containers and packing and wrappin g material. the quality anstyle of such articles as well as of any carton, container or packing or wrapping material shall be subject to the approval of licensor. any item submitted to licensor shall not be deemed approved unless and until the same shall be a proved by licensor in writing. after samples have been approved pursuant to this paragraph, licensee shall not depart there from in any material respect without licensor’’s prior written consent, andlicensor shall not withdraw its approval of the approved samples except on_______ days’’ prior written notice to licensee. from time to time afterlicensee has commenced selling the articles and upon licensor’’s written request, licensee shall furnish without cost to licensor not more than additional random samples of each article being manufactured and sold by licensee hereunder, together with any cartons, containers and packing and wrapping material used in connection therewith.
8. labeling
(a) licensee agrees that it will cause to appear on or within each article sold by it under this license and on or within all advertising, promotional or display material bearing the name the notice ’copyright(c)____________ (year)’ in connection with name properties (e) and (f) inrider, paragraph 1, and any other notice desired by licensor and, where such article or advertising, promotional or display material bears a trademark or service mark, appropriate statutory notice of registration or application for registration thereof. in the event that any article is marketed in a carton, container and/or packing or wrapping material bearing the name, such notice shall also appear upon the said carton,container and/or packing or wrapping material. each and every tag, label,imprint or other device containing any such notice and all advertising,promotional or display material bearing the name shall be submitted bylicensor for its written approval prior to use by licensee. approval bylicensor shall not constitute iver of licensor’’s rights or licensee’’sduties under any provision of this agreement.
(b) licensee agrees to cooperate fully and in good faith with licensorfor the purpose of securing and preserving licensor’’s (or any grantor oflicensor’’s) rights in and to the name. in the event there has been noprevious registration of the name and/or articles and/or any materialrelating thereto, licensee shall, at licensor’’s request and expense,register such a copyright, trademark and/or service mark in theappropriate class in the name of licensor or, if licensor so requests, inlicensee’’s own name. however, it is agreed that nothing contained in thisagreement shall be construed as an assignment or grant to the licensee of any right, title or interest in or to the name, it being understood thatall rights relating thereto are reserved by licensor, except for thelicense hereunder to licensee of the right to use and utilize the name only as specifically and expressly provided in this agreement. licensee hereby agrees that at the termination or expiration of this agreement licensee will be deemed to have a signed, transferred and conveyed to licensor any rights, equities, good will, titles or other rights in and to the name which may have been obtained by licensee or which may have vested in licensee in pursuance of any endeavors covered hereby, and that licensee will execute any instruments requested by licensor to accomplish or confirm the foregoing. any such assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this agreement.
(c) licensee hereby agrees that its every use of such name shall inure to the benefit of licensor and that licensee shall not at any time acquire any rights in such name by virtue of any use it may make of such name.
9. promotional material
(a) in all cases where licensee desires artwork involving articles which are the subject of this license to be executed, the cost of such artwork and the time for the production thereof shall be borne by licensee. all artwork and designs involving the name, or any reproduction thereof, shall, notwithstanding their invention or use by licensee, be and remain the property of licensor and licensor shall be entitled to use the same and to license the use of the same by others.
(b) licensor shall have the right, but shall not be under any obligation, to use the name and/or the name of licensee so as to give the name, licensee, licensor and/or licensor’’s programs full and favorable prominence and publicity. licensor shall not be under any obligation whatsoever to continue broadcasting any radio or television program or use the name or any person, character, symbol, design or likeness or visual representation thereof in any radio or television program.
(c) licensee agrees not to offer for sale or advertise or publicize any of the articles licensed hereunder on radio or television without the prior written approval of licensor, which approval licensor may grant or withhold in its unfettered discretion.
10. distribution
(a) licensee agrees that during the term of this license it will diligently and continuously manufacture, distribute and sell the articles covered by this agreement and that it will make and maintain adequate arrangement for the distribution of the articles.
(b) licensee shall not, without prior written consent of licensor,sell or distribute such articles to jobbers, wholesalers, distributors,retail stores or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums,giveaways, or similar methods of merchandising, or whose business methods are questionable.
(c) licensee agrees to sell to licensor such quantities of the articles at as low a rate and on as good terms as licensee sells similar quantities of the articles to the general trade.
11. records
licensee agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted, and licensor and its duly authorized representatives shall have the right at all reasonable hours of the day to an examination of said books of account and records and of all other documents and materials in the possession or under the control of licensee with respect to the subject matter and terms of this agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. upon demand of licensor,licensee shall at its own expense furnish to licensor a detailed statement by an independent certified public accountant showing the number,description, gross sales price, itemized deductions from gross sales price and net sale price of the articles covered by this agreement distributed and/or sold by licensee to the date of licensor’’s demand. all books of account and records shall be kept available for at least __________ years aftr the termination of this license.
12. bankruptcy, violation, etc.
(a) if licensee shall not have commenced in good faith to manufacture and distribute in substantial quantities all the articles listed in paragraph 1 within ________ months after the date of this agreement or if at any time thereafter in any calendar month licensee fails to sell any of the articles (or any class or category of the articles), licensor in addition to all other remedies available to it hereunder may terminate this license with respect to any articles or class or category thereof which have not been manufactured and distributed during such month, by giving written notice of termination to licensee. such notice shall be effective when mailed by licensor.
(b) if licensee files a petition in bankruptcy or is adjudicated a bankrupt or if a petition in bankruptcy is filed against licensee or if it becomes insolvent, or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if licensee discontinues its business or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. in the event this license is so terminated, licensee, its receivers, representatives,trustees, agents, administrator, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any articles covered by this agreement or any carton, container, packing or wrapping material,advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of licensor in writing, which they shall be obligated to follow.
(c) if licensee shall violate any of its other obligations under the terms of this agreement, licensor shall have the right to terminate t he license hereby granted upon ______ days’’ notice in writing, and such notice of termination shall become effective unless licensee shall completely remedy the violation within the ______ day period and satisfy licensor that such violation has been remedied.
(d) termination of the license under the provisions of paragraph 12 shall be without prejudice to any rights which licensor may otherwise have against licensee. upon the termination of this license, notwithstandinganything to the contrary herein, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable or avoidable.
13. sponsorship by competitive product
in the event that any of the articles listed in paragraph 1 conflicts with any product of a present or future sponsor of a program on which the name appears or is used, or with any product of a subsidiary or affiliate of such sponsor, then licensor shall have the right to terminate this agreement as to such article or articles by written notice to licensee in the event of such termination, licensee shall have ________ days after the effective date of such termination to dispose of all of such articles on hand or in process of manufacture prior to such notice, in accordance with the provisions of paragraph 15. however, in the event such termination is effective as to all the articles subject to this agreement and the advance guarantee for the then current year has not been fully accounted for by actual royalties by the end of the _______ disposalperiod, licensor shall refund to licensee the difference between the advance guarantee which has been paid for such contract year and the actual royalties. the rend provision contained in the preceding sentence pertains only to termination occurring pursuant to this paragraph 13, and shall not affect the applicability of any other paragraph to such termination except as expressly contradicted herein.
14. final statement upon termination or expiratio______ days before the expiration of this license and, in the event of its termination, ______ days after receipt of notice of termination or the happening of the event which terminates this agreement where no notice is required, a statement showing the number and description of articles covered by this agreement on hand or in process shall be furnished by licensee to licensor. licensor shall have the right to take a physical inventory to ascertain or verify such inventory and statement, and refusal by licensee to submit to such physical inventory by licensor shall forfeit licensee’’s right to dispose of such inventory, licensor retaining all other legal and equitable rights licensor may have in the circumstances.
15. disposal of stock upon termination or expiration
after termination of the license under the provisions of paragraph 12,licensee, except as otherwise provided in this agreement, may dispose of articles covered by this agreement which are on hand or in process at the time notice of termination is received for a period of ________ days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 2. notwithstanding anything to the contrary herein, licensee shall not manufacture, sell or dispose of any articles covered by this license after its expiration or its termination based on the failure of licensee to affix notice of copyright, trademark or service mark registration or any other notice to the articles, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or because of the departure by licensee from the quality and style approved by licensor pursuant to paragraph 7.
16. effect of termination or expiration
upon and after the expiration or termination of this license, allrights granted to licensee hereunder shall forthwith revert to licensor,who shall be free to license others to use the name in connection with the manufacture, sale and distribution of the articles covered hereby and licensee will refrain from further use of the name or any furtherreference to it, direct or indirect, or anything deemed by licensor to besimilar to the name in connection with the manufacture, sale or distribution of licensee’’s products, except as provided in paragraph 15.
17. licensor’’s remedies
(a) licensee acknowledges that its failure (except as otherwiseprovided herein) to commence in good faith to manufacture and distributein substantial quantities any one or more of the articles listed inparagraph 1 within ______ months after the date of this agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the articles covered by this agreement or any class or category thereof will result in immediate damages to licensor.
(b) licensee acknowledges that its failure (except as otherwise provided herein) to cease the manufacture, sale or distribution of the articles covered by this agreement or any class or category thereof at the termination or expiration of this agreement will result in immediate and irremediable damage to licensor and to the rights of any subsequent licensee. licensee acknowledges and admits that there is no adequate remedy at law for such failure to cease manufacture, sale or distribution,and licensee agrees that in the event of such failure licensor shall be entitled to equitable relief by way of temporary and permanent injunctions and such other further relief as any court with jurisdiction may deem just
and proper.
(c) resort to any remedies referred to herein shall not be construed as a waiver of any other rights and remedies to which licensor is entitled under this agreement or otherwise.
18. excuse for nonperformance
licensee shall be released from its obligations hereunder and this license shall terminate in the event that governmental regulations or other causes arising out of a state of national emergency or war or causes beyond the control of the parties render performance impossible and one party so informs the other in writing of such causes and its desire to be so released. in such events, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable.
19. notices
all notices and statements to be given, and all payments to be made hereunder, shall be given or made at the respective addresses of the parties as set forth above unless notification of a change of address is given in writing, and the date of mailing shall be deemed the date the notice or statement is given.
20. no joint venture nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and licensee shall have no power to obligate or bind licensor in any manner whatsoever.
21. no assignment or sublicense by licensee
this agreement and all rights and duties hereunder are personal to licensee and shall not, without the written consent of licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by licensee or by operation of or may assign but shall furnish written notice of assignment.
22. no waiver, etc.
none of the terms of this agreement can be waived or modified exceptby an express agreement in writing signed by both parties. there are no representations, promises, warranties, covenants or undertakings other than those contained in this agreement, which represents the entireunderstanding of the parties. the failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceeding to enforce any or all of such rights. no person, firm, group or corporation (whether included in the name or otherwise) other than licensee and licensor shall be deemed to have acquired any rights by reason of anything contained in this agreement, except as provided in paragraphs 6 and 21.
in witness whereof, the parties have caused this instrument to be duly executed as of the day and year first above written.
___________________, licensor
by_________________
title:_______________
___________________, licensee
by_________________
title:_______________
agreement with篇二
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
(inspanidual) no. :___________________________
signed by the purchaser’s agent
estate agent’s licence
(inspaniduall no. :___________________________
or
signed by the agent :________________________
estate agent’s licence
inspanidual no. :_____________________________
received from the purchaser the initial deposit of hk$ (cheque no. )
agreement with篇三
合同號：_______
no：___________
日期：_________
date：_________
為在平等互利的基礎(chǔ)上發(fā)展貿(mào)易，有關(guān)方按下列條件簽訂本協(xié)議：
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. 訂約人
contracting parties
供貨人（以下稱甲方）：_____________
銷售代理人（以下稱乙方）：_________
甲方委托乙方為銷售代理人，推銷下列商品。
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. 商品名稱及數(shù)量或金額
commodity and quantity or amount
雙方約定，乙方在協(xié)議有效期內(nèi)， 銷售不少于_______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. 經(jīng)銷地區(qū)
territory
只限在___________
in ___ only______
4. 訂單的確認(rèn)
confirmation of orders
本協(xié)議所規(guī)定商品的數(shù)量、價格及裝運條件等，應(yīng)在每筆交易中確認(rèn)，其細(xì)目應(yīng)在雙方簽訂的銷售協(xié)議書中作出規(guī)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
訂單確認(rèn)之后，乙方須按照有關(guān)確認(rèn)書所規(guī)定的時間開立以甲方為受益人的保兌的、不可撤銷的即期信用證。乙方開出信用證后，應(yīng)立即通知甲方，以便甲方準(zhǔn)備交貨。
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. 傭金
commission
在本協(xié)議期滿時，若乙方完成了第二款所規(guī)定的數(shù)額，甲方應(yīng)按裝運貨物所收到的發(fā)票累計總金額付給乙方________%的傭金。
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. 市場情況報告
reports on market conditions
乙方每3個月向甲方提供一次有關(guān)當(dāng)時市場情況和用戶意見的詳細(xì)報告。同時，乙方應(yīng)隨時向甲方提供其他供應(yīng)商的類似商品樣品及其價格、銷售情況和廣告資料。
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. 宣傳廣告費用
advertising & publicity expenses
在本協(xié)議有效期內(nèi)，乙方在上述經(jīng)銷地區(qū)所作廣告宣傳的一切費用，由乙方自理。乙方須事先向甲方提供宣傳廣告的圖案及文字說明，由甲方審閱同意。
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. 協(xié)議有效期
validity of agreement
本協(xié)議經(jīng)雙方簽字后生效，有效期為_______天，自________至________。若一方希望延長本協(xié)議，則須在本協(xié)議期滿前1個月書面通知另一方，經(jīng)雙方協(xié)商決定。
若協(xié)議一方未履行協(xié)議條款，另一方有權(quán)終止協(xié)議。
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
在履行協(xié)議過程中，如產(chǎn)生爭議，雙方應(yīng)友好協(xié)商解決。若通過友好協(xié)商達不成協(xié)議，則提交中國國際貿(mào)易促進委員會對外貿(mào)易仲裁委員會，根據(jù)該會仲裁程序暫行規(guī)定進行仲裁。該委員會的決定是終局的，對雙方均具有約束力。仲裁費用，除另有規(guī)定外，由敗訴一方負(fù)擔(dān)。
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. 其他條款
other terms & conditions
(1) 甲方不得向經(jīng)銷地區(qū)其他買主供應(yīng)本協(xié)議所規(guī)定的商品。如有詢價，當(dāng)轉(zhuǎn)達給乙方洽辦。若有買主希望從甲方直接訂購，甲方可以供貨，但甲方須將有關(guān)銷售確認(rèn)書副本寄給乙方，并按所達成交易的發(fā)票金額給予乙方________%的傭金。
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_______月內(nèi)未能向甲方提供至少訂貨，甲方不承擔(dān)本協(xié)議的義務(wù)。
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) 對雙方政府間的貿(mào)易，甲方有權(quán)按其政府的授權(quán)進行有關(guān)的直接貿(mào)易，而不受本協(xié)議約束。乙方不得干涉此種直接貿(mào)易，也無權(quán)向甲方提出任何補償或傭金要求。
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) 本協(xié)議受簽約雙方所簽訂的銷售確認(rèn)條款的制約。
this agreement shall be subject to the terms and conditions in the sales confirmation signed by both parties hereto.
本協(xié)議于________年_________月_________日在_________簽訂，正本兩份，甲乙雙方各執(zhí)一份。
this agreement is signed on __________at___________ and is in two originals；each party holds one.
甲方：________ 乙方：_________
（簽字） （簽字）
party a:_______ party b:________
(signature) (signature)
agreement with篇四
this agreement is entered into this (day, month & year) by and between (name and complete address of sponsor) (hereinafter referred to as sponsor) and kansas state university, 2 fairchild hall, manhattan, ks, 66506-1103 (hereinafter referred to as the university).work will be performed at kansas state university in the department of (dept. name).
whereas, the project contemplated by this agreement is of mutual interest and benefit to university and to sponsor and will further instructional and research project objectives of university in a manner consistent with its status as a non-profit, tax-exempt educational institution.
now, therefore, the parties hereto agree as follows:
ent of work.
the university agrees to use its best efforts to perform the project as described in appendix a hereof.
pal investigator/project director.
the project will be directed by (pi/pd name).if, for any reason, (s)he is unable to continue to serve as principal investigator/project director and a mutually acceptable successor is not available, university and/or sponsor shall have the option to terminate said program in accordance with clause 15 - termination.
of performance.
the project shall be conducted during the period of (start date and end date) and will be subject to renewal only by mutual agreement of the parties.
t costs and payment.
in consideration of the foregoing, sponsor will pay university for costs incurred in the performance of the project, without an itemized accounting. payment shall not exceed the total estimated cost of (enter amount).sponsor shall make payment (within thirty (30) days of the receipt of an invoice from university)or (shall pay $___________upon the full execution of this agreement and $__________ on or about [date]).
s.
brief progress reports of the project will be made periodically by university to sponsor and a final report will be rendered on completion of the the term of this agreement, representatives of university will consult and/or meet with representatives of sponsor to discuss progress and results, as well as on going plans of the project and university will provide project information to sponsor as reasonably requested.
ties.
the university will provide the utilities and office, laboratory and field space needed for the project.
ty.
all equipment detailed in the project budget and purchased from this fund shall be the property of the university.
ity.
sponsor will not use the name of university, nor of any member of universitys project staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of sity will not use the name of sponsor, nor any employee of sponsor, in any publicity, advertising, or news release without the prior written approval of sponsor.
nce.
university represents that it has adequate liability insurance, such protection being applicable to officers, employees, and agents while acting within the scope of their employment by university has no liability insurance policy as such that can extend protection to any other person.
ound intellectual property.
“background intellectual property” means property and the legal right therein of either or both parties developed before or independent of this agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software.
both parties agree to provide the background intellectual property necessary to complete the objectives of the parties shall retain all rights to their respective background intellectual property provided for this r party shall assume any rights in the other party’s background intellectual property provided for this project other than the right to use said background intellectual property to achieve the objectives of this project.
t intellectual property.
“project intellectual property” means the legal rights relating to inventions (including subject inventions as defined in 37 cfr 401), patent applications, patents, copyrights, trademarks, mask works, trade secrets and any other legally protectable information, including computer software, first made or generated during the performance of this agreement.
ownership of project intellectual property shall vest in the party whose personnel conceived the subject matter and diligently pursued reducing the subject matter to practice, and such party may perfect legal protection therein in its own name and at its own y made or generated project intellectual property shall be jointly owned by the parties unless otherwise agreed in parties agree to disclose to each other, in writing, each and every invention which may be patentable or otherwise protectable under the united states patent laws in title 35, united states parties acknowledge that they will disclose inventions to each other and the awarding agency within two (2) months after their respective inventor(s) first disclose the invention in writing to the person(s) responsible for patent matters of the disclosing written disclosures of such inventions shall contain sufficient detail of the invention, identification of any statutory bars, and shall be marked confidential, in accordance with 35 u.s.c. 205.
sponsor shall receive the first option to negotiate for a license to commercialize the project intellectual property of university, subject to any rights of the government r is hereby granted an exclusive option to negotiate the terms for a license to project intellectual property of university, for an initial option period of three (3) months after such invention has been reported to sponsor.
the terms of subsequent licensing agreements for university owned and/or jointly owned intellectual property will be negotiated in good faith and by mutual agreement by the parties to this agreement.
entiality/publications.
during the term of this agreement, and for a period of five (5) years thereafter, each party will maintain in confidence all confidential background intellectual property and project intellectual property of a party, as well as all other confidential information of a party disclosed by that party to the other in connection with this r party will use, disclose or grant use of such confidential information except as required to perform under this party will use at least the same standard of care as it uses to protect its own confidential information to insure that students, interns, employees, agents and consultants do not disclose or make any unauthorized use of such confidential student, intern, employee, agent or consultant of the receiving party must be notified of the restrictions on the use of the disclosing party’s confidential information and must agree with those restrictions before being allowed access to the confidential party will promptly notify the other upon discovery of any unauthorized use or disclosure of the confidential information.
either party may publish its results from this r, the publishing party will provide the other party a thirty (30) day period in which to review proposed publications, identify proprietary or confidential information, and submit publishing party will not publish or otherwise disclose proprietary or confidential information in accordance with the procedures described in this article and the publishing party will give full consideration to all comments before rmore, upon request of the reviewing party, publication will be deferred for up to sixty (60) additional days for preparation and filing of a patent application which the reviewing party has the right to file or to have filed at its request by the publishing party.
cation.
any agreement to change the terms of this agreement in any way shall be valid when the change is made in writing and approved by authorized representatives of the parties hereto.
entatives.
designated representatives for the parties are:
sponsor:university:
if technicalnameprincipal investigators name
addresskansas state university
telephoneaddress
manhattan, ks______
_________
if contractualnamepaul r. lowe
addresskansas state university
telephone2 fairchild hall
manhattan, ks_____
_________
ation.
performance under this agreement may be terminated by sponsor upon a thirty day advance, written the event of early termination of this agreement by sponsor, sponsor shall pay all costs accrued by university as of the date of the notice of termination, including non-cancelable obligations, which shall include all non-cancelable contracts and fellowships or postdoctoral associate appointments called for in appendix addition, sponsor will pay all other reasonable costs incurred by the university during the time period between the notification date and the termination date, which are necessary to terminate the obligation of sponsor for fellowships or postdoctoral associates shall end no later than the end of universitys academic year following rsement for incurred costs and obligations will not exceed the total estimated project cost as shown in clause 4.
performance may be terminated by university upon a thirty day advance, written notice if circumstances beyond its control preclude continuation of the project.
in witness whereof, the parties have caused these presents to be executed in duplicate as of the day and year first written above.
sponsor:kansas state university:
__________________________________________
by: paul r. lowe
title: assistant vice provost for research
agreement with篇五
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 inspanidual 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)
agreement with篇六
tion.
’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.
ance.
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 subspanision 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 spanision 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.
agreement with篇七
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)
agreement with篇八
甲方：
party?a：
party?b：_______________________________;?passport?no:_________________________
鑒于甲方從事之經(jīng)營項目的特殊性，甲乙雙方根據(jù)有關(guān)法律、法規(guī)規(guī)定、在遵循平等自
愿、協(xié)商一致、誠實信用的原則下，就乙方在任職期間以及離職后的有關(guān)事項達成如下協(xié)議：
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:
第一條?保密
confidentiality
item?1
1.1?乙方承諾，在本協(xié)議約定的保密期內(nèi)，嚴(yán)格按照本協(xié)議的保密內(nèi)容以及公司的保密制度
履行保密義務(wù)。
for?the?term?of?this?agreement,?party?b?promise?to?strictly?fulfill?confidentiality
obligations,?according?to?the?confidentiality?content?&?company’s?confidentiality?policy.
第二條?保密內(nèi)容
item?2?confidentiality?content
2.1?不為公眾知悉，能為甲方帶來經(jīng)濟利益，具有實用性并經(jīng)權(quán)利人采取保密措施的技術(shù)信
息和經(jīng)營信息，包括但不限于：專有技術(shù)及配方、新產(chǎn)品研發(fā)過程及成果、經(jīng)營計劃及策略、
財務(wù)狀況、客戶資料以及供應(yīng)商資料等。
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?甲方已掌握并負(fù)有保密責(zé)任的第三者(如甲方的客戶或者供應(yīng)商)的技術(shù)信息和經(jīng)營信
息，包括但不限于：專有技術(shù)及配方、新產(chǎn)品研發(fā)過程及成果、經(jīng)營計劃及策略、財務(wù)狀況、
客戶資料以及供應(yīng)商資料等等。
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?甲方以書面或其他形式確定為商業(yè)秘密的資料和信息。
data?and?information?which?party?a
in?writing?or?otherwise?identified?as?trade?secret.
第三條?保密期限
item?3?confidentiality?period
3.1?除非甲方通過書面形式明確本協(xié)議所涉及的某項保密內(nèi)容可以不用保密，則乙方應(yīng)從與
甲方建立勞動關(guān)系之日起(包括試用期內(nèi))，無限期保守甲方之商業(yè)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).
第四條?泄密
item?4?leakage?of?the?trade?secret
4.1?凡未經(jīng)甲方總經(jīng)理或保密委員會書面授權(quán)而直接或間接以任何形式向任何人或任何組
織透露上述、涉及保密內(nèi)容的行為均屬泄密。
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?當(dāng)甲方將有關(guān)保密內(nèi)容的資料或信息交由乙方保管時，若因乙方保管不當(dāng)造成該資料或
信息的遺失、公開、泄露時，同樣視為泄密。
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.
第五條?違約責(zé)任
liability?for?breach
item?5
5.1?如乙方行為造成泄密的，應(yīng)立即終止泄密行為以及因此而引致的侵犯甲方商業(yè)秘密的行
為，積極協(xié)助甲方采取補救措施防止泄密范圍的繼續(xù)擴大，并向甲方支付由于違約行為而照
成的經(jīng)濟損失，該損失包括：直接損失、潛在損失以及權(quán)利人為主張權(quán)利而支付的費用等。
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?若該泄密行為發(fā)生在甲、乙雙方勞動合同關(guān)系存續(xù)期間，則乙方除承擔(dān)上述責(zé)任外，甲
方還有權(quán)無條件解除與乙方的勞動合同。
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
第六條?爭議解決
item?6?dispute?resolution
6.1?如因本協(xié)議之履行發(fā)生爭議，甲、乙雙方應(yīng)友好協(xié)商解決;協(xié)商不成，由公司所在地人
民法院處理。
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.
第七條?本協(xié)議一式兩份，甲、乙雙方各執(zhí)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：
agreement with篇九
the research foundation of state university of new yorkand sponsorr.f. account #____________________
made by and between the research foundation of state university of new york, a nonprofit, educational corporation organized and existing under the laws of the state of new york, with its principal offices located at 35 state street, albany, new york 12207 (mailing address: post office box 9, albany, new york 12201 0009), hereinafter referred to as the “foundation,” acting on behalf of the state university of new york at ______________, hereinafter referred to as “university,” and ________________, a corporation organized and existing under the laws of the state of __________________ , with its principal office located at _______________________, hereinafter referred to as “sponsor.”
witnesseth:
whereas, sponsor and foundation have a mutual interest in promoting research related to _______________, hereinafter referred to as the “field;” and
whereas, ________________________________ of the state university of new york at _______________has developed expertise relating to the field; and
whereas, sponsor has approved funding to support a research project entitled “___________________________________,” hereinafter referred to as the “project” which will be carried out by _________________________;
now, therefore in consideration of the premises and the mutual covenants hereinafter contained, the parties agree as follows:
of work
the foundation agrees to use its best efforts to conduct and carry out the project described in the scope of work, exhibit a, which is attached to and made an integral part of this research agreement.
s
during the term of this research agreement, foundation shall provide written reports to sponsor as specified in exhibit a.
sation
[fixed price]
a) in consideration of research services to be performed pursuant to this research agreement, sponsor shall make fixed payments in the total amount of fee dollars.this amount shall be paid to foundation upon submission of invoices according to the following schedule:
__________ on execution of this research agreement
__________
b)an interest penalty of 1.5% per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.
[cost reimbursable]
a)in full and complete consideration of foundation’s performance under this agreement, the sponsor shall reimburse foundation for allowable costs incurred in accordance with the terms of this agreement, up to ______________________ dollars, which shall be spent in accordance with the budget set forth in exhibit a, attached hereto.reimbursement shall be made to foundation upon submission of invoices to sponsor as provided below. foundation will submit [monthly; quarterly]an invoice or voucher of costs incurred by the foundation in the performance of this agreement and claimed to constitute allowable costs.promptly after receipt of each invoice or voucher, sponsor shall make payment thereon.
b)an interest penalty of 1.5% per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.
this agreement shall be effective on ____________________ and shall continue through ____________________ unless terminated sooner or extended as hereinafter provided.
ation
either sponsor or foundation may terminate this research agreement at any time by giving thirty (30) days written notice of termination to the other contracting party. in the event of termination, sponsor shall reimburse foundation for contractual commitments and financial obligations incurred by foundation in performance of this research agreement prior to such termination, if such financial obligations or contractual commitments cannot be canceled by the foundation.
it is understood and agreed, however, in the event that foundation has evidence that sponsor is in default upon any of its obligations hereunder, foundation shall be entitled to either suspend the contract until an acceptable remedy is established, or to terminate the agreement.such termination shall be effective immediately upon receipt of official written notification from foundation.foundation shall also be entitled to pursue any rights or remedies which foundation may have against sponsor by reason of such default, and foundation may withhold any payments to sponsor for the purpose of set off until such time as the exact amount of damages may be determined.
in project director
if for any reason the foundation project director is unable to fulfill the responsibilities required to carry out this research agreement, the parties shall negotiate in good faith the continuance of this research project.however, if another principal investigator satisfactory to sponsor cannot be agreed upon, sponsor may terminate this research agreement.in the event of termination by sponsor, foundation shall be reimbursed for all costs it incurs in connection with this research agreement which arise from commitments made by foundation prior to receipt of notice of termination, provided the commitments cannot be terminated by the foundation.
etary information
it is understood that in the course of carrying out this research agreement, sponsor and foundation may wish to share proprietary information. the parties agree to use their best efforts to prevent disclosure of information which is clearly marked as proprietary to anyone other than those inspaniduals who have a need to know this information for purposes of carrying out their obligations in connection with this research agreement.
ations
the foundation project director and/or foundation’s project staff shall have the right to publish the results of any research conducted under this research agreement.
ions and licenses
a)foundation shall hold title to all inventions (including know how) which are discovered during the conduct of work under this research agreement utilizing foundation or state university of new york facilities.said inventions are hereinafter referred to as “foundation inventions.”
b)no license or other rights in foundation inventions are given to or received by sponsor except as specifically provided for herein.
c)foundation hereby grants to sponsor a ___ day option to acquire an exclusive license to foundation inventions. the ___ day period of the option shall commence on the date of disclosure of foundation inventions to sponsor by foundation.should sponsor exercise its option under this paragraph, the parties shall negotiate a mutually acceptable license agreement.
d)sponsor agrees to reimburse foundation for all direct costs of patenting new technology developed under this research agreement if sponsor acquires rights in said technology.
e)if both sponsor facilities and foundation and/or state university of new york facilities are used in carrying out work which leads to an invention under this research agreement, the sponsor and foundation shall hold joint title to said invention.sponsor shall be entitled to exercise the option and licensing rights set forth above with respect to foundation’s interest in said joint inventions.
f)inventions made using sponsor facilities exclusively shall belong to sponsor.
ment
a)neither party may assign or otherwise transfer this research agreement and the rights acquired hereunder without the written consent of the other party; this consent shall not be unreasonably withheld.however, sponsor may assign or transfer its interest in this research agreement as long as such assignment or transfer is accompanied by a sale or other transfer of sponsor’s entire business or other business to which this research agreement relates. a party desiring to assign or transfer this research agreement shall give the other party thirty (30) days prior notice of such assignment or transfer.if no reasonable objections are raised, then the assignment or transfer shall be deemed to have been approved.however, an assignment or transfer shall not be deemed to be approved unless the party to which this agreement is assigned agrees in writing to be bound by the terms and conditions of this research agreement.
b)this agreement shall accrue to the benefit of and be binding upon the successors, assigns, heirs, and personal representatives of the parties hereto.
all notices, demands, and other communications hereunder, except exchanges of technical information, shall be delivered personally to the party to which it is addressed, or mailed to such party by registered or certified mail, return receipt requested, with postage thereon fully prepaid. said notices shall be delivered to the following addresses, unless notice of change of address is provided in writing to the other party:
if to sponsor:
address
if to foundation:
the research foundation of state university of new york
office of sponsored program services
post office box 9
albany, new york12201-0009
attention:contract and grant specialist
any notices, demands, and other communications so mailed shall be deemed to have been received by the addressee seven (7) days after the time and date of its being so mailed.
g effect
this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns.
ing law
this research agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the state of new york, u.s.a., except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted.
cations
this agreement may be changed, amended, modified or extended only by a writing duly executed by the respective parties hereto.
bility
the provisions of this research agreement are separable, and in the event any provisions of this research agreement are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
ification
sponsor hereby agrees to indemnify foundation for any claims or actions that are brought against foundation by third parties because of sponsor’s use or misuse of the reports or technology which are provided to sponsor in connection with this research agreement.
of name
sponsor and foundation agree not to use each other’s names, or the names of any staff members or employees thereof, in advertising, sales promotion work, or in any other form of publicity except with the written permission of, and to the extent approved by the party whose name is to be used.
agreement
this agreement represents and embodies all the agreements and negotiations between the parties hereto and no prior or contemporaneous, oral, or written agreements or correspondence prior to the date of execution of this agreement shall be held to vary the provisions hereof.
of precedence
in the event of any inconsistency between clauses 1-19 of this research agreement, and the attached exhibit a, the inconsistency should be resolved by giving precedence to clauses 1-19.
in witness whereof, the parties hereto have caused this agreement to be executed by their duly authorized representatives, all intending to be legally bound hereby.
the research foundation ofsponsor
state university of new york
by:_______________________ by:______________________
title:_____________________ title:___________________
date:______________________ date:____________________
agreement with篇十
this co-sale agreement (this ’agreement’) is made and entered into as of _________,_________,_________(m/d/y) by and between aaa usa, inc., a _________(placename) corporation (the ’company’), (ii) bbb, inc. (’bbb’) and (iii) ccc(sb) (’ccc(sb)’).
a. concurrently herewith, bbb and the company are entering into that certain agreement, dated as of the date hereof (the ’principal agreement;’ capitalized terms used herein and not otherwise defined shall have the meanings defined in the principal agreement), pursuant to which, among other things, bbb will acquire shares of common stock and warrants in consideration of the license by bbb of the bbb logos and the bbb content and provision by bbb of certain broadcast advertising and promotion.
b. to induce bbb to enter into the principal agreement, ccc(sb) has agreed to enter into this agreement and offer bbb the opportunity to participate in certain sales of his shares of common stock of the company.
now therefore, in consideration of the above recitals and the mutual covenants made herein, the parties hereby agree as follows:
1. right of co-sale.
1.1 notice of sales. in the event ccc(sb) proposes to accept one or more bona fide offers (collectively, the ’purchase offer’) from any persons to purchase from him shares of the common stock of the company, he promptly shall give written notice (the ’notice’) to bbb describing fully the purchase offer, including the number of shares of common stock proposed to be transferred (the ’shares’), the proposed bona fide transfer price and the name and address of the proposed transferee. the notice may be included as a part of any notice required to be given by ccc(sb) under article eight, section 1 of the company’s bylaws.
1.2 participation right. to the extent that the company and other stockholders of the company have not exercised their respective rights of first refusal to purchase the shares in accordance with article eight of the company’s bylaws, bbb shall have the right (the ’participation right’) to participate in ccc(sb)’s sale of the shares under the terms and conditions specified in the purchase offer. to the extent bbb exercises its participation rights, the number of shares which ccc(sb) may sell pursuant to the purchase offer shall be correspondingly reduced. the participation right of bbb is subject to the following terms and conditions:
(a) number of shares. bbb may sell its pro rata share of the shares covered by the purchase offer. bbb’s ’pro rata share’ for purposes of this agreement is that number of shares of common stock equal to the product obtained by multiplying (i) the aggregate number of shares covered by the purchase offer, times (ii) a fraction, the numerator of which is the sum of the number of shares of common stock at the time owned by bbb and thedenominator of which is the aggregate number of shares of common stock at the time outstanding, assuming conversion of all outstanding preferred stock of the company and the exercise of all options and warrants then outstanding.
(b) exercise notice. if bbb desires to exercise its participation rights, bbb shall provide ccc(sb), within thirty days after bbb’s receipt of the notice, a written notice of such election (’exercise notice’) specifying the number of shares of common stock that bbb elects to sell pursuant to the participation rights. each exercise notice shall be irrevocable, unless otherwise consented to by ccc(sb).
(c) delivery of certificates. bbb shall effect its participation in the sale by delivering to the company promptly following exercise of its participation right, for delivery to the purchaser of the shares at the closing of the transaction contemplated by the purchase offer, one or more certificates, properly endorsed for transfer, representing the number of shares of common stock which bbb has elected to sell pursuant to the participation rights.
(d) transfer of shares. the stock certificate or certificates which bbb delivers to the company pursuant to section 1.2(c) shall be delivered by the company to the purchaser under the purchase offer at the closing of the transaction contemplated by the purchase offer; and the company shall receive on behalf of, and promptly remit to bbb, that portion of the sale proceeds which bbb is entitled to receive by reason of its participation in the sale.
(e) closing. whether or not bbb exercises its participation rights, the closing of the sale of the shares subject to the purchase offer shall take place not later than one hundred twenty (120) days following the date the notice was first delivered to bbb. at the closing, ccc(sb) may sell any shares subject to the purchase offer as to which bbb has not exercised its participation rights; and, if bbb has exercised its participation rights, the consummation of such sale shall be subject to the sale by bbb at the closing of all shares of common stock which bbb has elected to sell pursuant to the participation rights. any proposed sale on terms and conditions materially different from those described in the notice, as well as any subsequent proposed sale by ccc(sb), will again require compliance by ccc(sb) with the provisions of this agreement.
1.3 termination. this agreement and the participation rights granted hereunder shall terminate upon the first to occur of the following: (a) the tenth anniversary of the date of this agreement;
(b) the execution of a written agreement to terminate this agreement by ccc(sb) and bbb;
(c) the consummation of the first sale of securities of the company to the public pursuant to an effective registration statement filed by the company under the securities act of 1933, as amended;
(d) the first date on which bbb or any assignee to which such participation rights have been assigned pursuant to section 2.1 hereof (i) own common stock representing less than 10% of the number of shares of the company’s common stock that would be outstanding if all then outstanding shares of the company’s convertible preferred stock were then converted into shares of common stock or (ii) hold less than 50% of the number of such common stock equivalent shares as are issuable to bbb pursuant to the principal agreement or any warrants issuable thereunder; or
(e) upon the closing of (i) any consolidation or merger of the company with or into any other corporation or corporations in which the holders of the company’s outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain stock representing a majority of the voting power of the surviving corporation of such consolidation or merger or stock representing a majority of the voting power of a corporation that wholly owns, directly or indirectly, the surviving corporation of such consolidation or merger; (ii) the sale, transfer or assignment of securities of the company representing a majority of the voting power of all the company’s outstanding voting securities by the holders thereof to an acquiring party in a single transaction or series of related transactions; or (iii) the sale of all or substantially all the company’s assets.
2. assignment of participation rights. the participation rights of bbb under section 1 hereof may be assigned only to a bbb assignee; provided, however, that no such assignment of any of such participation rights shall be effective against the company or ccc(sb) until such time as the company and ccc(sb) are given written notice by the assigning party stating the name and address of the assignee and identifying the securities of the company as to which the rights in question are being assigned; and provided further, that any such assignee shall receive such assigned participation rights subject to all the terms and conditions of this agreement, including without limitation the provisions of this section 2.
3. legended certificates.
3.1 legend. each certificates representing shares of the common stock now or hereafter owned by ccc(sb) shall be endorsed with the following legend: ’the sale or transfer of the securities represented by this certificate is subject to the terms and conditions of a certain co-sale agreement by and among the shareholder, the corporation and bbb, inc. copies of such agreement may be obtained upon written request to the secretary of the corporation.’
3.2 removal of legend. the legend required by section 3.1 shall be removed upon termination of this agreement in accordance with the provisions of section 1.3.
4. general provisions.
4.1 notices. all notices hereunder (including the exercise notice) shall be in writing and shall be given by (i) certified or registered mail, return receipt requested; (ii) hand delivery; or (iii) nationally recognized overnight courier service; a notice shall be deemed to have been given (a) when delivered by hand; (b) three days after mailing, in the case of certified or registered mail; and (c) one business day after being forwarded to a nationally recognized overnight courier service for overnight delivery; in each case correctly addressed to such party at its address set forth below or such other address as such party may specify by notice to the other parties hereto:
(a) if to the company or ccc(sb), at _________(address); and
(b) if to bbb, at _________(address), attention: _________.
4.2 entire agreement. this agreement, together with all the exhibits hereto, constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.
4.3 amendments and waivers. any terms of this agreement may be amended and the observance of any term of the agreement may be waived (either generally or in a particular) instance and either retroactively or prospectively), with the written consent of ccc(sb) and bbb. any amendment or waiver effected in accordance with this section shall be binding upon the company, ccc(sb), bbb and their respective permitted transferees and assignees.
4.4 governing law. this agreement shall be governed by and construed exclusively in accordance with the internal laws of the state of _________(placename) as applied to agreements among _________(placename) residents entered into and to be performed entirely within _________(placename), excluding that body of law relating to conflict of laws and choice of law.
4.5 severability. if one or more provisions of this agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this agreement and the balance of this agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
4.6 third parties. nothing in this agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this agreement.
4.7 successors and assigns. subject to the provisions of section 2, the provisions of this agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.
4.8 captions. the captions to sections of this agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this agreement.
4.9 counterparts. this agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
in witness whereof, the parties hereto have executed this co-sale agreement as of the date and year first above written.
aaa usa, inc. bbb, inc.
by: _________ by: _________
title: ______ title: ______
ccc(sb)
by: _________
agreement with篇十一
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:
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.
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.
b shall keep confidentiality of any documents provided by party a and can not disclose to the third party.
ation 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.
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）.
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）.
b promises to provide necessary modifications to the translation documents free of charge after the delivery.
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.
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.
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:______________________
agreement with篇十二
銷售代理協(xié)議
sales?agency?agreement
編號：_________no：_________
日期：_________date：_________
本協(xié)議雙方為了發(fā)展貿(mào)易，在平等互利的基礎(chǔ)上，按下列條件簽定本協(xié)議。
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?訂約人：_________
contracting?parties：_________
供貨人：_________
supplier：_________?(?hereinafter?called;partya;)
銷售代理人：_________
agent：_________(?hereinafter?called;?partyb;)
甲方委托乙方為銷售代理人，推銷下列商品。
party?a?hereby?appoints?party?b?to?act?as?his?selling?agent?to?sell?the?commodity?mentioned?below.
2?商品及數(shù)量或金額
commodity?and?quantity?or?amount
雙方約定，乙方在協(xié)議有效期內(nèi)，承銷不少于_____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?經(jīng)銷地區(qū)?只限在_____銷售。
territory?in_____only.
4?定單的確認(rèn)
關(guān)于協(xié)議所規(guī)定的上述商品的每筆交易，其數(shù)量、價格及裝運條件等須經(jīng)甲方確認(rèn)，并簽定銷售確認(rèn)書，對交易做具體規(guī)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
訂單確認(rèn)后，乙方須按照有關(guān)確認(rèn)書所規(guī)定的時間開立以甲方為受益人的保兌的、不可撤消的即期信用證。乙方開出信用證后，應(yīng)立即通知甲方，以便甲方準(zhǔn)備交貨。
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?傭金
在本協(xié)議期滿時，乙方完成了第二款所規(guī)定的數(shù)額，甲方當(dāng)按裝運貨物所受到的全部發(fā)票金額付給乙方_____%的傭金。
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?市場情況報告
乙方每三個月向甲方提供一次有關(guān)當(dāng)時市場情況和用戶意見的詳細(xì)報告。同時，乙方應(yīng)隨時向甲方提供其它供應(yīng)商所給的類似商品的樣品及其價格、銷售情況和廣告資料。
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?宣傳廣告費用
在本協(xié)議有效期內(nèi)，乙方在上述經(jīng)銷地區(qū)內(nèi)所作廣告宣傳的一切費用，由乙方自理。乙方須事先向甲方提供宣傳廣告的圖案及文字說明，由甲方審閱同意。
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?協(xié)議有效期
本協(xié)議由雙方簽字后生效，有效期_____年，自_____至_____。若一方希望延長本協(xié)議，則須在本協(xié)議期滿前一個月書面通知另一方，經(jīng)雙方協(xié)商決定。
若協(xié)議一方未履行協(xié)議條款，另一方有權(quán)終止協(xié)議。
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
在履行協(xié)議過程中，如產(chǎn)生爭議，雙方應(yīng)友好協(xié)商解決。若通過友好協(xié)商未能達成協(xié)議，則提交中國國際貿(mào)易促進委員會對外貿(mào)易仲裁委員會，根據(jù)該會仲裁程序暫行規(guī)定進行仲裁。該委員會決定是終局的，對雙方均有約束力。仲裁費用，除另有規(guī)定外，由敗訴一方負(fù)擔(dān)。
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?其它條款
(1)?甲方不得向經(jīng)銷地區(qū)其它買主供應(yīng)本協(xié)議所規(guī)定的商品，如有詢價，當(dāng)轉(zhuǎn)給乙方洽辦。若有買主希望從甲方直接訂購，甲方可以供貨，但甲方須將有關(guān)銷售確認(rèn)書副本寄給乙方，并按所達成交易的發(fā)票金額給乙方_____%的傭金。
(2)?若乙方在_____月內(nèi)未能向甲方提供至少_____的訂貨，甲方不承擔(dān)本協(xié)議的義務(wù)。
(3)?對雙方政府間的貿(mào)易，甲方有權(quán)按其政府的授權(quán)進行有關(guān)的直接貿(mào)易，而不受本協(xié)議的約束。乙方不得干涉此種直接貿(mào)易，也無權(quán)向甲方提出任何補償或傭金要求。
(4)?本協(xié)議受簽約雙方所簽定的銷售確認(rèn)條款的制約。
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.
本協(xié)議于_____年___月___日在_____簽定，正本兩份，甲乙雙方各執(zhí)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：_________
簽字：_________?signature：_________
簽字：_________signature：_________
agreement with篇十三
this agreement is made as of this _________,_________,_________(m/d/y),between aaa inc. and all its domestic subsidiaries and affiliates (’aaa’) and the informal committee of unsecured creditors of aaa (the ’committee’).
witnesseth
whereas, on _________,_________,_________(m/d/y)(the ’committee organization date’), the committee organized itself, at the request of aaa, and as initially organized is comprised of the following companies: bbb, inc. ccc, ddd, inc., eee company, fff, llc, ggg, pacific asset management; and
whereas, the committee has advised aaa that it has retained the services of hhh llp (’tb&f’) as its counsel; and
whereas, aaa is desirous of entering into an out of court composition, extension or other acceptable agreement providing for the treatment of its outstanding claims (the ’composition agreement’) and further, aaa has agreed to allow the committee a reasonable period of time to conduct such due diligence as it may require to determine the feasibility and advisability of entering into such a composition agreement (the ’standstill period’), and
whereas, other than as provided in paragraph 2 of this agreement, aaa has agreed that during the standstill period it shall make no payments, transfers or returns of merchandise on account of any its debts or obligations to anyone that arose or accrued prior to the date of this agreement, without the written consent of the committee.
now therefore, for valuable consideration, including the forbearance of each committee member, the parties hereby agree as follows:
1. this agreement shall remain in effect and shall terminate on the earlier of: (a) 5:00 p.m. (pacific time) on _________,_________,_________(m/d/y); (b) the committee and aaa agree, in a writing executed in the same manner as this agreement, to modify, replace or terminate this agreement; (c) aaa defaults under or otherwise violates the terms of this agreement and the committee terminates this agreement or an order for relief under the bankruptcy code is entered against aaa or an assignment for the benefit of creditors is executed by aaa (collectively, the ’termination date’).
2. during the standstill period, aaa shall make no payments, transfers or returns of merchandise on account of any of its past due debts as of the date of this agreement including, but not limited to, goods or merchandise that were shipped or delivered prior to the date of this agreement; provided however, during the standstill period, aaa shall use funds to maintain its existing operations substantially in accordance with a budget to be agreed upon.
3. during the standstill period, aaa shall conduct its business in the ordinary course and shall take no action, without the prior written consent of the committee and sell or otherwise transfer its assets, including inventory, via bulk sale(s) or otherwise, outside of the ordinary course of its business.
4. subject to the separate letter agreement, aaa will pay the reasonable fees and expenses incurred by the committee’s professionals during the period between the committee organization date and the termination date. contemporaneously with the execution of this agreement, aaa will wire transfer $,_________ to tb&f. at the conclusion of the standstill period, tb&f shall provide aaa, and its counsel, with a billing statement setting forth the identity of each tb&f professional who has performed services for and on behalf of the committee, the rate charged by each such professional, and the aggregate time spent by each for the service provided. tb&f acknowledges that during the standstill period no legal services shall be provided for any inspanidual committee member or on behalf of any other entity other than the committee in connection with aaa and/or this agreement. tb&f will also forward copies of the expenses incurred by the committee member.
5. during the standstill period, and so long as aaa has complied with all of its obligations under the standstill agreement, the members of the committee will (a) forebear from exercising such rights as they may have against aaa for payment or collection of sums that may be due to them, and (b) either jointly or inspanidually, forebear from participating in the filing of an involuntary bankruptcy proceeding or state court receivership against aaa. such forbearance is not a waiver of any portion of the claims of any committee member.
6. this agreement does not create a joint venture or create a partnership between the parties.
7. this agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. all prior agreements and understandings are merged herein and there are no oral understandings apart form the terms of this agreement. this agreement may be altered, amended or modified only by a written instrument signed by all parties to this agreement.
8. this agreement and any issues arising hereunder will be governed by the laws of the state of california.
9. this agreement may be executed in one or more counterparts, including facsimile transmittals, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.
in witness whereof, the parties hereto have entered into this agreement the day and year first above written.
aaa inc.
by: /s/ _________
title: __________
printed name: ___
bbb
by: _____________
committee member:______
company: ______________
printed name:__________
agreement with篇十四
this agreement of lease is made on this _____day of december ______by and between:
mrs. ghazala waheed w/o abdul waheed, adult, r/o house no.___, dha, lahore cantt, (hereinafter to as the lessor of the one part).
and
mr.___,r/o china, refereed to as the lessee of the other part.(expression “l(fā)essor” and “l(fā)essee” wherever the context so permit shall always mean and include their respective heirs, successors legal representative and assignees).
whereas the lessor is the lawful owner and in lawful possession of house no,___,dha, lahore cantt, consisting of 4 bedrooms with bath, d/d,tv; lounge, kitchen, store, servant, quarter together with fixtures and fitting (hereinafter collectively called the demised premises).
and whereas the lessor has agreed the lease and the lessee has agreed to take on lease the demised premises on the terms and condition as given below:
1. this agreement in only valid if lessee is renewed and extended for the lease period.
2. the lessor lets lessee takes the demissed premises for a period of 12 months
commencing from 15th january 20__. the lease is renewable for a further period as may be mutually agreed in writing on expiry of the lease period
3. the rent of the demised premises shall be usd3,300/-(us dollars three thousand and three hundred only) per month
4. the lessor hereby acknowledges receipt of the sum of usd.19,800/-(us dollars nineteen thousand and eight hundred only) per month.
5. it is hereby agreed between the parties that the lessee shall pay the aforesaid monthly rent usd. 3,300/-(us dollars three thousand and three hundred only) as the monthly rental advance by 20th of each calendar month for which if is due after completion of advance rent period ending on 15th july 20__.
6. that the lessor hereby acknowledges receipt of the sum of rs.60,000/-(rupees sixty thousand only) from the lessee as fixed edposit security which shall be refunded to the lessee on giving back the vacant possession of the demised premises after deduction of damages/shortages outstanding bills for electricity, water, gas and telephone charges etc, against the demised premises.
the lessee herby convenants with lessor as following:
1. to pay to the lessor the rent hereby reserved in the manner before mentioned.
2. that the lessee shall not at any time during the terms, without the consent in writing of the lessor, pull down, damages or make any structure alterations to the demised premeses provided always, the lessee shall have go write install any fixtures and fittings excluding air-conditioners in the demised premeses, to detach and repossess the same subject to the restoration of the demised premeses to their original state at his cost (reasonable wear and tear excepted) on the expiry of this lease or any renewal hereof.
3. to use the demises premises for residential purpose and would not be used for a commercial purpose the demises premise would not be used occupied by mr. ___and family.
4. not to sublet the whole or any part of the premises.
5. to pay regularly the bills for electricity, gas, water and telephone charges in respect of the demised premises. a copy of all the paid utility bill be forwarded to the lessor every three month regularly. in case of disconnection of any facility due to non-payment, lessee will be responsible to get them restored and pay the same. all dues must be cleared before the expiry of the lease.
6. the lessee shall keep and maintain the said premises in good and tenantable conditions during the tenure of the lease.
the lessor hereby convenants with the lessee as following:
1. to pay all existing and future rate, taxes assessments and other charges of a public nature whether impose by the municipality, government or any other authority in respect of demised premises.
2. not to erect or set up a building or structure on the demises premises nor to add to any existing building or structure during the period of lease or any renewal without the written consent of the lessee.
it is hereby declear and muturally agreed between the lessor and lessee ans follwing:
1. the lessee and the lessor shall have the right and option to terminate this lease at any time only after the expiry of the lease period i.e., 24 months, provided they give one (1) month notice in advance to either of the parties.
2. the meter reading of various utilities are as given below:
utility meter number today’s reading
a) elecricity __________________
b) gas _________________________
c) telephone ___________________
d) water _______________________
3. that the lessee has also agreed with the lessor for a mandatory increase in rent by 10% per annum, the rent would be enhanced to rs.36,300/-( rupees thirty six thousand and three hundred only), should the lessor and i essee mutually to renew the lease. it can be negotiated between the parties.
whereof the parties hereto have executed these presents on the and day above written.
lesssor:______________________
mrs. ghazala waheed
nic no._______________________
lessee________________________
mr. __________________________
chinese passport no.__________
agreement with篇十五
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: _____________________
agreement with篇一
witnesseth
whereas licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights to various other licensor properties as defined in paragraph 1 of the rider attached hereto and hereby made a part hereof (hereinafter called ’name’), said name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotional and advertising material in different businesses and being well known and recognized by the general public and associated in the public mind with licensor, and whereas licensee desires to utilize the name upon and in connection with the manufacture, sale and distribution of articles hereinafter described,now, therefore, in consideration of the mutual promises herein contained, it is here by agreed:
1. grant of license
(a) articles
upon the terms and conditions hereinafter set forth, licensor hereby grants to licensee as a related company, and licensee hereby accepts the right, license and privilege of utilizing the name solely and only upon and in connection with the manufacture, sale and distribution of the following articles.(insert description)
(b) territory
the license hereby granted extends only to ________________. licensee agrees that it will not make, or authorize, any use, direct or indirect, of the name in any other area, and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.
(c) term
the term of the license hereby granted shall be effective on the _______day of ____________ and shall continue until the _______ day of __________, unless sooner terminated in accordance with the provisions hereof. the term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on december 31st, ____________. at the end of each term, beginning with december 31st, ________________, this license shall be automatically renewed for a one year term expiring december 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date.
2. terms of payment
(a) rate
licensee agrees to pay to licensor as royalty a sum equal to __________percent of all net sales by licensee or any of its affiliated,associated or subsidiary companies of the articles covered by this agreement. the term ’net sales’ shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or uncollectible accounts. no costs incurred in the manufacture,sale, distribution or exploitation of the articles shall be deducted from any royalty payable by licensee. licensee agrees that in the event it should pay any other licensor a higher royalty or licensing rate or commission than that provided herein for the use of the name, than said higher rate shall automatically and immediately apply to this contract.
(b) minimum royalties
licensee agrees to pay to licensor a minimum royalty of___________dollars ($______) as a minimum guarantee against royalties to be paid to licensor during the first contract term, said minimum royalty to be paid on or before the last day of the initial term hereof. the advance sum of______________ dollars ($ __________) paid on the signing hereof shall be applied against such guarantee. no part of such minimum royalty shall in any event be repayable to licensee.
(c) periodic statements
within _________ days after the initial shipment of the articles covered by this agreement, and promptly on the _________________ of each calendar __________ thereafter, licensee shall furnish to licensor complete and accurate statements certified to be accurate by licensee showing the number, description and gross sales price, itemized deductions from gross sales price and net sales price of the articles covered by thisagreement distributed and/or sold by licensee during the preceding calendar ____________, together with any returns made during the preceding calendar ___________ for this purpose, licensee shall use the statement
form attached hereto, copies of which form may be obtained by licensee from licensor. such statements shall be furnished to licensor whether or not any of the articles have been sold during the preceding calendar____________.
(d) royalty payments
royalties in excess of the aforementioned minimum royalty shall be due on the ___________ day of the ____________ following the calendar_____________ in which earned, and payment shall accompany the statements furnished as required above. the receipt or acceptance by licensor of any of the statements furnished pursuant to this agreement or of any royalties paid hereunder (or the cashing of any royalty checks paid hereunder) shall not preclude licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment made by licensee. payment shall be in_______________. domestic taxes payable in the licensed territory shall be payable by licensee.
3. exclusivity
(a) nothing in this agreement shall be construed to prevent licensor from granting any other licenses for the use of the name or from utilizingthe name in any manner whatsoever, except that licensor agrees that except as provided herein it will grant no other licenses for the territory to which this license extends effective during the term of this agreement,for the use of the name in connection with the sale of the articles described in paragraph 1.(b) it is agreed that if licensor should convey an offer to licensee to purchase any of the articles listed in paragraph 1, in connection with a premium, giveaway or other promotional arrangement, licensee shall have_______ days within which to accept or reject such an offer. in the event that licensee fails to accept such offer within the specified _______days, licensor shall have the right to enter into the proposed premium,giveaway or promotional arrangement using the services of another manufacturer, provided, however, that in such event licensee shall have a three (3) day period within which to meet the best offer of such manufacturer for the production of such articles if the price of such manufacturer is higher than the price offered to licensee by ee agrees that it shall not, without the prior written consent of licensor, (i) offer the articles as a premium in connection with any other product or service, or (ii) sell or distribute the articles in connection with another product or service which product or service is a premium.
4. good will
licensee recognizes the great value of the good will associated with the name, and acknowledges that the name and all rights therein and good will pertaining thereto belong exclusively to licensor, and that the name has a secondary meaning in the mind of the public.
5 licensor’’s title and protection of licensor’’s rights
(a) licensee agrees that it will not during the term of this agreement, or thereafter, attack the title or any rights of licensor in and to the name or attack the validity of this license. licensor hereby indemnifies licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by licensee of the name as authorized in this agreement, provided that prompt notice is given to licensor of any such claim or suit and provided, further, that licensor shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit is made without the prior written consent of licensor.
(b) licensee agrees to assist licensor to the extent necessary in the procurement of any protection or to protect any of licensor’’s rights to the name, and licensor, if it so desires may commence or prosecute any claims or suits in its own name or in the name of licensee or join licensee as a party thereto. licensee shall notify licensor in writing of any infringements or imitations by others in the name on articles the same as or similar to those covered by this agreement which may come to licensee’’s attention, and licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. licensee shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of the licensor so to do.
6. indemnification by licensee and product liability insurance licensee hereby indemnifies licensor and undertakes to defend licensee and/or licensor against and hold licensor harmless from any claims, suits,loss and damage arising out of any allegedly unauthorized use of any trademark, patent, process, idea, method or device by licensee in connection with the articles covered by this agreement or any otheralleged action by licensee and also from any claims, suits, loss and damage arising out of alleged defects in the articles. licensee agreesthat it will obtain, at its own expense, product liability insurance from a recognized insurance company which has qualified to do business in____________, providing adequate protection (at least in the amount of_______) for licensor (as well for licensee) against any claims, suits,loss or damage arising out of any alleged defects in the articles. as proof of such insurance, a fully paid certificate of insurance naming licensor as an insured party will be submitted to licensor by licensee for licensor’’s prior approval before any article is distributed or sold, and at the latest within ______ days after the date first written above; any proposed change in certificates of insurance shall be submitted to licensor for its prior approval. licensor shall be entitled to a copy of the then prevailing certificate of insurance, which shall be furnished licensor by licensee. as used in the first 2 sentences of this paragraph6, ’licensor’ shall also include the officers, directors, agents, andemployees of the licensor, or any of its subsidiaries or affiliates, any person(s) the use of whose name may be licensed hereunder, the packageproducer and the cast of the radio and/or television program whose name may be licensed hereunder, the stations over which the programs are transmitted, any sponsor of said programs and its advertising agency, and their respective officers, directors, agents and employees.
7. quality of merchandise
licensee agrees that the articles covered by this agreement shall be of high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the name and the good will pertaining thereto, that such articles will be manufactured, sold and distributed inaccordance with all applicable federal, state and local laws, and that thesame shall not reflect adversely upon the good name of licensor or any ofits programs or the name. to this end licensee shall, before selling ordistributing any of the articles, furnish to licensor free of cost , for its written approval, a reasonable number of samples of each article, its cartons, containers and packing and wrappin g material. the quality anstyle of such articles as well as of any carton, container or packing or wrapping material shall be subject to the approval of licensor. any item submitted to licensor shall not be deemed approved unless and until the same shall be a proved by licensor in writing. after samples have been approved pursuant to this paragraph, licensee shall not depart there from in any material respect without licensor’’s prior written consent, andlicensor shall not withdraw its approval of the approved samples except on_______ days’’ prior written notice to licensee. from time to time afterlicensee has commenced selling the articles and upon licensor’’s written request, licensee shall furnish without cost to licensor not more than additional random samples of each article being manufactured and sold by licensee hereunder, together with any cartons, containers and packing and wrapping material used in connection therewith.
8. labeling
(a) licensee agrees that it will cause to appear on or within each article sold by it under this license and on or within all advertising, promotional or display material bearing the name the notice ’copyright(c)____________ (year)’ in connection with name properties (e) and (f) inrider, paragraph 1, and any other notice desired by licensor and, where such article or advertising, promotional or display material bears a trademark or service mark, appropriate statutory notice of registration or application for registration thereof. in the event that any article is marketed in a carton, container and/or packing or wrapping material bearing the name, such notice shall also appear upon the said carton,container and/or packing or wrapping material. each and every tag, label,imprint or other device containing any such notice and all advertising,promotional or display material bearing the name shall be submitted bylicensor for its written approval prior to use by licensee. approval bylicensor shall not constitute iver of licensor’’s rights or licensee’’sduties under any provision of this agreement.
(b) licensee agrees to cooperate fully and in good faith with licensorfor the purpose of securing and preserving licensor’’s (or any grantor oflicensor’’s) rights in and to the name. in the event there has been noprevious registration of the name and/or articles and/or any materialrelating thereto, licensee shall, at licensor’’s request and expense,register such a copyright, trademark and/or service mark in theappropriate class in the name of licensor or, if licensor so requests, inlicensee’’s own name. however, it is agreed that nothing contained in thisagreement shall be construed as an assignment or grant to the licensee of any right, title or interest in or to the name, it being understood thatall rights relating thereto are reserved by licensor, except for thelicense hereunder to licensee of the right to use and utilize the name only as specifically and expressly provided in this agreement. licensee hereby agrees that at the termination or expiration of this agreement licensee will be deemed to have a signed, transferred and conveyed to licensor any rights, equities, good will, titles or other rights in and to the name which may have been obtained by licensee or which may have vested in licensee in pursuance of any endeavors covered hereby, and that licensee will execute any instruments requested by licensor to accomplish or confirm the foregoing. any such assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this agreement.
(c) licensee hereby agrees that its every use of such name shall inure to the benefit of licensor and that licensee shall not at any time acquire any rights in such name by virtue of any use it may make of such name.
9. promotional material
(a) in all cases where licensee desires artwork involving articles which are the subject of this license to be executed, the cost of such artwork and the time for the production thereof shall be borne by licensee. all artwork and designs involving the name, or any reproduction thereof, shall, notwithstanding their invention or use by licensee, be and remain the property of licensor and licensor shall be entitled to use the same and to license the use of the same by others.
(b) licensor shall have the right, but shall not be under any obligation, to use the name and/or the name of licensee so as to give the name, licensee, licensor and/or licensor’’s programs full and favorable prominence and publicity. licensor shall not be under any obligation whatsoever to continue broadcasting any radio or television program or use the name or any person, character, symbol, design or likeness or visual representation thereof in any radio or television program.
(c) licensee agrees not to offer for sale or advertise or publicize any of the articles licensed hereunder on radio or television without the prior written approval of licensor, which approval licensor may grant or withhold in its unfettered discretion.
10. distribution
(a) licensee agrees that during the term of this license it will diligently and continuously manufacture, distribute and sell the articles covered by this agreement and that it will make and maintain adequate arrangement for the distribution of the articles.
(b) licensee shall not, without prior written consent of licensor,sell or distribute such articles to jobbers, wholesalers, distributors,retail stores or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums,giveaways, or similar methods of merchandising, or whose business methods are questionable.
(c) licensee agrees to sell to licensor such quantities of the articles at as low a rate and on as good terms as licensee sells similar quantities of the articles to the general trade.
11. records
licensee agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted, and licensor and its duly authorized representatives shall have the right at all reasonable hours of the day to an examination of said books of account and records and of all other documents and materials in the possession or under the control of licensee with respect to the subject matter and terms of this agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. upon demand of licensor,licensee shall at its own expense furnish to licensor a detailed statement by an independent certified public accountant showing the number,description, gross sales price, itemized deductions from gross sales price and net sale price of the articles covered by this agreement distributed and/or sold by licensee to the date of licensor’’s demand. all books of account and records shall be kept available for at least __________ years aftr the termination of this license.
12. bankruptcy, violation, etc.
(a) if licensee shall not have commenced in good faith to manufacture and distribute in substantial quantities all the articles listed in paragraph 1 within ________ months after the date of this agreement or if at any time thereafter in any calendar month licensee fails to sell any of the articles (or any class or category of the articles), licensor in addition to all other remedies available to it hereunder may terminate this license with respect to any articles or class or category thereof which have not been manufactured and distributed during such month, by giving written notice of termination to licensee. such notice shall be effective when mailed by licensor.
(b) if licensee files a petition in bankruptcy or is adjudicated a bankrupt or if a petition in bankruptcy is filed against licensee or if it becomes insolvent, or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if licensee discontinues its business or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary. in the event this license is so terminated, licensee, its receivers, representatives,trustees, agents, administrator, successors and/or assigns shall have no right to sell, exploit or in any way deal with or in any articles covered by this agreement or any carton, container, packing or wrapping material,advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of licensor in writing, which they shall be obligated to follow.
(c) if licensee shall violate any of its other obligations under the terms of this agreement, licensor shall have the right to terminate t he license hereby granted upon ______ days’’ notice in writing, and such notice of termination shall become effective unless licensee shall completely remedy the violation within the ______ day period and satisfy licensor that such violation has been remedied.
(d) termination of the license under the provisions of paragraph 12 shall be without prejudice to any rights which licensor may otherwise have against licensee. upon the termination of this license, notwithstandinganything to the contrary herein, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable or avoidable.
13. sponsorship by competitive product
in the event that any of the articles listed in paragraph 1 conflicts with any product of a present or future sponsor of a program on which the name appears or is used, or with any product of a subsidiary or affiliate of such sponsor, then licensor shall have the right to terminate this agreement as to such article or articles by written notice to licensee in the event of such termination, licensee shall have ________ days after the effective date of such termination to dispose of all of such articles on hand or in process of manufacture prior to such notice, in accordance with the provisions of paragraph 15. however, in the event such termination is effective as to all the articles subject to this agreement and the advance guarantee for the then current year has not been fully accounted for by actual royalties by the end of the _______ disposalperiod, licensor shall refund to licensee the difference between the advance guarantee which has been paid for such contract year and the actual royalties. the rend provision contained in the preceding sentence pertains only to termination occurring pursuant to this paragraph 13, and shall not affect the applicability of any other paragraph to such termination except as expressly contradicted herein.
14. final statement upon termination or expiratio______ days before the expiration of this license and, in the event of its termination, ______ days after receipt of notice of termination or the happening of the event which terminates this agreement where no notice is required, a statement showing the number and description of articles covered by this agreement on hand or in process shall be furnished by licensee to licensor. licensor shall have the right to take a physical inventory to ascertain or verify such inventory and statement, and refusal by licensee to submit to such physical inventory by licensor shall forfeit licensee’’s right to dispose of such inventory, licensor retaining all other legal and equitable rights licensor may have in the circumstances.
15. disposal of stock upon termination or expiration
after termination of the license under the provisions of paragraph 12,licensee, except as otherwise provided in this agreement, may dispose of articles covered by this agreement which are on hand or in process at the time notice of termination is received for a period of ________ days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 2. notwithstanding anything to the contrary herein, licensee shall not manufacture, sell or dispose of any articles covered by this license after its expiration or its termination based on the failure of licensee to affix notice of copyright, trademark or service mark registration or any other notice to the articles, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or because of the departure by licensee from the quality and style approved by licensor pursuant to paragraph 7.
16. effect of termination or expiration
upon and after the expiration or termination of this license, allrights granted to licensee hereunder shall forthwith revert to licensor,who shall be free to license others to use the name in connection with the manufacture, sale and distribution of the articles covered hereby and licensee will refrain from further use of the name or any furtherreference to it, direct or indirect, or anything deemed by licensor to besimilar to the name in connection with the manufacture, sale or distribution of licensee’’s products, except as provided in paragraph 15.
17. licensor’’s remedies
(a) licensee acknowledges that its failure (except as otherwiseprovided herein) to commence in good faith to manufacture and distributein substantial quantities any one or more of the articles listed inparagraph 1 within ______ months after the date of this agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the articles covered by this agreement or any class or category thereof will result in immediate damages to licensor.
(b) licensee acknowledges that its failure (except as otherwise provided herein) to cease the manufacture, sale or distribution of the articles covered by this agreement or any class or category thereof at the termination or expiration of this agreement will result in immediate and irremediable damage to licensor and to the rights of any subsequent licensee. licensee acknowledges and admits that there is no adequate remedy at law for such failure to cease manufacture, sale or distribution,and licensee agrees that in the event of such failure licensor shall be entitled to equitable relief by way of temporary and permanent injunctions and such other further relief as any court with jurisdiction may deem just
and proper.
(c) resort to any remedies referred to herein shall not be construed as a waiver of any other rights and remedies to which licensor is entitled under this agreement or otherwise.
18. excuse for nonperformance
licensee shall be released from its obligations hereunder and this license shall terminate in the event that governmental regulations or other causes arising out of a state of national emergency or war or causes beyond the control of the parties render performance impossible and one party so informs the other in writing of such causes and its desire to be so released. in such events, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable.
19. notices
all notices and statements to be given, and all payments to be made hereunder, shall be given or made at the respective addresses of the parties as set forth above unless notification of a change of address is given in writing, and the date of mailing shall be deemed the date the notice or statement is given.
20. no joint venture nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and licensee shall have no power to obligate or bind licensor in any manner whatsoever.
21. no assignment or sublicense by licensee
this agreement and all rights and duties hereunder are personal to licensee and shall not, without the written consent of licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by licensee or by operation of or may assign but shall furnish written notice of assignment.
22. no waiver, etc.
none of the terms of this agreement can be waived or modified exceptby an express agreement in writing signed by both parties. there are no representations, promises, warranties, covenants or undertakings other than those contained in this agreement, which represents the entireunderstanding of the parties. the failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceeding to enforce any or all of such rights. no person, firm, group or corporation (whether included in the name or otherwise) other than licensee and licensor shall be deemed to have acquired any rights by reason of anything contained in this agreement, except as provided in paragraphs 6 and 21.
in witness whereof, the parties have caused this instrument to be duly executed as of the day and year first above written.
___________________, licensor
by_________________
title:_______________
___________________, licensee
by_________________
title:_______________
agreement with篇二
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
(inspanidual) no. :___________________________
signed by the purchaser’s agent
estate agent’s licence
(inspaniduall no. :___________________________
or
signed by the agent :________________________
estate agent’s licence
inspanidual no. :_____________________________
received from the purchaser the initial deposit of hk$ (cheque no. )
agreement with篇三
合同號：_______
no：___________
日期：_________
date：_________
為在平等互利的基礎(chǔ)上發(fā)展貿(mào)易，有關(guān)方按下列條件簽訂本協(xié)議：
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. 訂約人
contracting parties
供貨人（以下稱甲方）：_____________
銷售代理人（以下稱乙方）：_________
甲方委托乙方為銷售代理人，推銷下列商品。
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. 商品名稱及數(shù)量或金額
commodity and quantity or amount
雙方約定，乙方在協(xié)議有效期內(nèi)， 銷售不少于_______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. 經(jīng)銷地區(qū)
territory
只限在___________
in ___ only______
4. 訂單的確認(rèn)
confirmation of orders
本協(xié)議所規(guī)定商品的數(shù)量、價格及裝運條件等，應(yīng)在每筆交易中確認(rèn)，其細(xì)目應(yīng)在雙方簽訂的銷售協(xié)議書中作出規(guī)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
訂單確認(rèn)之后，乙方須按照有關(guān)確認(rèn)書所規(guī)定的時間開立以甲方為受益人的保兌的、不可撤銷的即期信用證。乙方開出信用證后，應(yīng)立即通知甲方，以便甲方準(zhǔn)備交貨。
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. 傭金
commission
在本協(xié)議期滿時，若乙方完成了第二款所規(guī)定的數(shù)額，甲方應(yīng)按裝運貨物所收到的發(fā)票累計總金額付給乙方________%的傭金。
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. 市場情況報告
reports on market conditions
乙方每3個月向甲方提供一次有關(guān)當(dāng)時市場情況和用戶意見的詳細(xì)報告。同時，乙方應(yīng)隨時向甲方提供其他供應(yīng)商的類似商品樣品及其價格、銷售情況和廣告資料。
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. 宣傳廣告費用
advertising & publicity expenses
在本協(xié)議有效期內(nèi)，乙方在上述經(jīng)銷地區(qū)所作廣告宣傳的一切費用，由乙方自理。乙方須事先向甲方提供宣傳廣告的圖案及文字說明，由甲方審閱同意。
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. 協(xié)議有效期
validity of agreement
本協(xié)議經(jīng)雙方簽字后生效，有效期為_______天，自________至________。若一方希望延長本協(xié)議，則須在本協(xié)議期滿前1個月書面通知另一方，經(jīng)雙方協(xié)商決定。
若協(xié)議一方未履行協(xié)議條款，另一方有權(quán)終止協(xié)議。
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
在履行協(xié)議過程中，如產(chǎn)生爭議，雙方應(yīng)友好協(xié)商解決。若通過友好協(xié)商達不成協(xié)議，則提交中國國際貿(mào)易促進委員會對外貿(mào)易仲裁委員會，根據(jù)該會仲裁程序暫行規(guī)定進行仲裁。該委員會的決定是終局的，對雙方均具有約束力。仲裁費用，除另有規(guī)定外，由敗訴一方負(fù)擔(dān)。
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. 其他條款
other terms & conditions
(1) 甲方不得向經(jīng)銷地區(qū)其他買主供應(yīng)本協(xié)議所規(guī)定的商品。如有詢價，當(dāng)轉(zhuǎn)達給乙方洽辦。若有買主希望從甲方直接訂購，甲方可以供貨，但甲方須將有關(guān)銷售確認(rèn)書副本寄給乙方，并按所達成交易的發(fā)票金額給予乙方________%的傭金。
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_______月內(nèi)未能向甲方提供至少訂貨，甲方不承擔(dān)本協(xié)議的義務(wù)。
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) 對雙方政府間的貿(mào)易，甲方有權(quán)按其政府的授權(quán)進行有關(guān)的直接貿(mào)易，而不受本協(xié)議約束。乙方不得干涉此種直接貿(mào)易，也無權(quán)向甲方提出任何補償或傭金要求。
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) 本協(xié)議受簽約雙方所簽訂的銷售確認(rèn)條款的制約。
this agreement shall be subject to the terms and conditions in the sales confirmation signed by both parties hereto.
本協(xié)議于________年_________月_________日在_________簽訂，正本兩份，甲乙雙方各執(zhí)一份。
this agreement is signed on __________at___________ and is in two originals；each party holds one.
甲方：________ 乙方：_________
（簽字） （簽字）
party a:_______ party b:________
(signature) (signature)
agreement with篇四
this agreement is entered into this (day, month & year) by and between (name and complete address of sponsor) (hereinafter referred to as sponsor) and kansas state university, 2 fairchild hall, manhattan, ks, 66506-1103 (hereinafter referred to as the university).work will be performed at kansas state university in the department of (dept. name).
whereas, the project contemplated by this agreement is of mutual interest and benefit to university and to sponsor and will further instructional and research project objectives of university in a manner consistent with its status as a non-profit, tax-exempt educational institution.
now, therefore, the parties hereto agree as follows:
ent of work.
the university agrees to use its best efforts to perform the project as described in appendix a hereof.
pal investigator/project director.
the project will be directed by (pi/pd name).if, for any reason, (s)he is unable to continue to serve as principal investigator/project director and a mutually acceptable successor is not available, university and/or sponsor shall have the option to terminate said program in accordance with clause 15 - termination.
of performance.
the project shall be conducted during the period of (start date and end date) and will be subject to renewal only by mutual agreement of the parties.
t costs and payment.
in consideration of the foregoing, sponsor will pay university for costs incurred in the performance of the project, without an itemized accounting. payment shall not exceed the total estimated cost of (enter amount).sponsor shall make payment (within thirty (30) days of the receipt of an invoice from university)or (shall pay $___________upon the full execution of this agreement and $__________ on or about [date]).
s.
brief progress reports of the project will be made periodically by university to sponsor and a final report will be rendered on completion of the the term of this agreement, representatives of university will consult and/or meet with representatives of sponsor to discuss progress and results, as well as on going plans of the project and university will provide project information to sponsor as reasonably requested.
ties.
the university will provide the utilities and office, laboratory and field space needed for the project.
ty.
all equipment detailed in the project budget and purchased from this fund shall be the property of the university.
ity.
sponsor will not use the name of university, nor of any member of universitys project staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of sity will not use the name of sponsor, nor any employee of sponsor, in any publicity, advertising, or news release without the prior written approval of sponsor.
nce.
university represents that it has adequate liability insurance, such protection being applicable to officers, employees, and agents while acting within the scope of their employment by university has no liability insurance policy as such that can extend protection to any other person.
ound intellectual property.
“background intellectual property” means property and the legal right therein of either or both parties developed before or independent of this agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software.
both parties agree to provide the background intellectual property necessary to complete the objectives of the parties shall retain all rights to their respective background intellectual property provided for this r party shall assume any rights in the other party’s background intellectual property provided for this project other than the right to use said background intellectual property to achieve the objectives of this project.
t intellectual property.
“project intellectual property” means the legal rights relating to inventions (including subject inventions as defined in 37 cfr 401), patent applications, patents, copyrights, trademarks, mask works, trade secrets and any other legally protectable information, including computer software, first made or generated during the performance of this agreement.
ownership of project intellectual property shall vest in the party whose personnel conceived the subject matter and diligently pursued reducing the subject matter to practice, and such party may perfect legal protection therein in its own name and at its own y made or generated project intellectual property shall be jointly owned by the parties unless otherwise agreed in parties agree to disclose to each other, in writing, each and every invention which may be patentable or otherwise protectable under the united states patent laws in title 35, united states parties acknowledge that they will disclose inventions to each other and the awarding agency within two (2) months after their respective inventor(s) first disclose the invention in writing to the person(s) responsible for patent matters of the disclosing written disclosures of such inventions shall contain sufficient detail of the invention, identification of any statutory bars, and shall be marked confidential, in accordance with 35 u.s.c. 205.
sponsor shall receive the first option to negotiate for a license to commercialize the project intellectual property of university, subject to any rights of the government r is hereby granted an exclusive option to negotiate the terms for a license to project intellectual property of university, for an initial option period of three (3) months after such invention has been reported to sponsor.
the terms of subsequent licensing agreements for university owned and/or jointly owned intellectual property will be negotiated in good faith and by mutual agreement by the parties to this agreement.
entiality/publications.
during the term of this agreement, and for a period of five (5) years thereafter, each party will maintain in confidence all confidential background intellectual property and project intellectual property of a party, as well as all other confidential information of a party disclosed by that party to the other in connection with this r party will use, disclose or grant use of such confidential information except as required to perform under this party will use at least the same standard of care as it uses to protect its own confidential information to insure that students, interns, employees, agents and consultants do not disclose or make any unauthorized use of such confidential student, intern, employee, agent or consultant of the receiving party must be notified of the restrictions on the use of the disclosing party’s confidential information and must agree with those restrictions before being allowed access to the confidential party will promptly notify the other upon discovery of any unauthorized use or disclosure of the confidential information.
either party may publish its results from this r, the publishing party will provide the other party a thirty (30) day period in which to review proposed publications, identify proprietary or confidential information, and submit publishing party will not publish or otherwise disclose proprietary or confidential information in accordance with the procedures described in this article and the publishing party will give full consideration to all comments before rmore, upon request of the reviewing party, publication will be deferred for up to sixty (60) additional days for preparation and filing of a patent application which the reviewing party has the right to file or to have filed at its request by the publishing party.
cation.
any agreement to change the terms of this agreement in any way shall be valid when the change is made in writing and approved by authorized representatives of the parties hereto.
entatives.
designated representatives for the parties are:
sponsor:university:
if technicalnameprincipal investigators name
addresskansas state university
telephoneaddress
manhattan, ks______
_________
if contractualnamepaul r. lowe
addresskansas state university
telephone2 fairchild hall
manhattan, ks_____
_________
ation.
performance under this agreement may be terminated by sponsor upon a thirty day advance, written the event of early termination of this agreement by sponsor, sponsor shall pay all costs accrued by university as of the date of the notice of termination, including non-cancelable obligations, which shall include all non-cancelable contracts and fellowships or postdoctoral associate appointments called for in appendix addition, sponsor will pay all other reasonable costs incurred by the university during the time period between the notification date and the termination date, which are necessary to terminate the obligation of sponsor for fellowships or postdoctoral associates shall end no later than the end of universitys academic year following rsement for incurred costs and obligations will not exceed the total estimated project cost as shown in clause 4.
performance may be terminated by university upon a thirty day advance, written notice if circumstances beyond its control preclude continuation of the project.
in witness whereof, the parties have caused these presents to be executed in duplicate as of the day and year first written above.
sponsor:kansas state university:
__________________________________________
by: paul r. lowe
title: assistant vice provost for research
agreement with篇五
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 inspanidual 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)
agreement with篇六
tion.
’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.
ance.
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 subspanision 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 spanision 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.
agreement with篇七
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)
agreement with篇八
甲方：
party?a：
party?b：_______________________________;?passport?no:_________________________
鑒于甲方從事之經(jīng)營項目的特殊性，甲乙雙方根據(jù)有關(guān)法律、法規(guī)規(guī)定、在遵循平等自
愿、協(xié)商一致、誠實信用的原則下，就乙方在任職期間以及離職后的有關(guān)事項達成如下協(xié)議：
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:
第一條?保密
confidentiality
item?1
1.1?乙方承諾，在本協(xié)議約定的保密期內(nèi)，嚴(yán)格按照本協(xié)議的保密內(nèi)容以及公司的保密制度
履行保密義務(wù)。
for?the?term?of?this?agreement,?party?b?promise?to?strictly?fulfill?confidentiality
obligations,?according?to?the?confidentiality?content?&?company’s?confidentiality?policy.
第二條?保密內(nèi)容
item?2?confidentiality?content
2.1?不為公眾知悉，能為甲方帶來經(jīng)濟利益，具有實用性并經(jīng)權(quán)利人采取保密措施的技術(shù)信
息和經(jīng)營信息，包括但不限于：專有技術(shù)及配方、新產(chǎn)品研發(fā)過程及成果、經(jīng)營計劃及策略、
財務(wù)狀況、客戶資料以及供應(yīng)商資料等。
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?甲方已掌握并負(fù)有保密責(zé)任的第三者(如甲方的客戶或者供應(yīng)商)的技術(shù)信息和經(jīng)營信
息，包括但不限于：專有技術(shù)及配方、新產(chǎn)品研發(fā)過程及成果、經(jīng)營計劃及策略、財務(wù)狀況、
客戶資料以及供應(yīng)商資料等等。
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?甲方以書面或其他形式確定為商業(yè)秘密的資料和信息。
data?and?information?which?party?a
in?writing?or?otherwise?identified?as?trade?secret.
第三條?保密期限
item?3?confidentiality?period
3.1?除非甲方通過書面形式明確本協(xié)議所涉及的某項保密內(nèi)容可以不用保密，則乙方應(yīng)從與
甲方建立勞動關(guān)系之日起(包括試用期內(nèi))，無限期保守甲方之商業(yè)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).
第四條?泄密
item?4?leakage?of?the?trade?secret
4.1?凡未經(jīng)甲方總經(jīng)理或保密委員會書面授權(quán)而直接或間接以任何形式向任何人或任何組
織透露上述、涉及保密內(nèi)容的行為均屬泄密。
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?當(dāng)甲方將有關(guān)保密內(nèi)容的資料或信息交由乙方保管時，若因乙方保管不當(dāng)造成該資料或
信息的遺失、公開、泄露時，同樣視為泄密。
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.
第五條?違約責(zé)任
liability?for?breach
item?5
5.1?如乙方行為造成泄密的，應(yīng)立即終止泄密行為以及因此而引致的侵犯甲方商業(yè)秘密的行
為，積極協(xié)助甲方采取補救措施防止泄密范圍的繼續(xù)擴大，并向甲方支付由于違約行為而照
成的經(jīng)濟損失，該損失包括：直接損失、潛在損失以及權(quán)利人為主張權(quán)利而支付的費用等。
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?若該泄密行為發(fā)生在甲、乙雙方勞動合同關(guān)系存續(xù)期間，則乙方除承擔(dān)上述責(zé)任外，甲
方還有權(quán)無條件解除與乙方的勞動合同。
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
第六條?爭議解決
item?6?dispute?resolution
6.1?如因本協(xié)議之履行發(fā)生爭議，甲、乙雙方應(yīng)友好協(xié)商解決;協(xié)商不成，由公司所在地人
民法院處理。
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.
第七條?本協(xié)議一式兩份，甲、乙雙方各執(zhí)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：
agreement with篇九
the research foundation of state university of new yorkand sponsorr.f. account #____________________
made by and between the research foundation of state university of new york, a nonprofit, educational corporation organized and existing under the laws of the state of new york, with its principal offices located at 35 state street, albany, new york 12207 (mailing address: post office box 9, albany, new york 12201 0009), hereinafter referred to as the “foundation,” acting on behalf of the state university of new york at ______________, hereinafter referred to as “university,” and ________________, a corporation organized and existing under the laws of the state of __________________ , with its principal office located at _______________________, hereinafter referred to as “sponsor.”
witnesseth:
whereas, sponsor and foundation have a mutual interest in promoting research related to _______________, hereinafter referred to as the “field;” and
whereas, ________________________________ of the state university of new york at _______________has developed expertise relating to the field; and
whereas, sponsor has approved funding to support a research project entitled “___________________________________,” hereinafter referred to as the “project” which will be carried out by _________________________;
now, therefore in consideration of the premises and the mutual covenants hereinafter contained, the parties agree as follows:
of work
the foundation agrees to use its best efforts to conduct and carry out the project described in the scope of work, exhibit a, which is attached to and made an integral part of this research agreement.
s
during the term of this research agreement, foundation shall provide written reports to sponsor as specified in exhibit a.
sation
[fixed price]
a) in consideration of research services to be performed pursuant to this research agreement, sponsor shall make fixed payments in the total amount of fee dollars.this amount shall be paid to foundation upon submission of invoices according to the following schedule:
__________ on execution of this research agreement
__________
b)an interest penalty of 1.5% per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.
[cost reimbursable]
a)in full and complete consideration of foundation’s performance under this agreement, the sponsor shall reimburse foundation for allowable costs incurred in accordance with the terms of this agreement, up to ______________________ dollars, which shall be spent in accordance with the budget set forth in exhibit a, attached hereto.reimbursement shall be made to foundation upon submission of invoices to sponsor as provided below. foundation will submit [monthly; quarterly]an invoice or voucher of costs incurred by the foundation in the performance of this agreement and claimed to constitute allowable costs.promptly after receipt of each invoice or voucher, sponsor shall make payment thereon.
b)an interest penalty of 1.5% per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.
this agreement shall be effective on ____________________ and shall continue through ____________________ unless terminated sooner or extended as hereinafter provided.
ation
either sponsor or foundation may terminate this research agreement at any time by giving thirty (30) days written notice of termination to the other contracting party. in the event of termination, sponsor shall reimburse foundation for contractual commitments and financial obligations incurred by foundation in performance of this research agreement prior to such termination, if such financial obligations or contractual commitments cannot be canceled by the foundation.
it is understood and agreed, however, in the event that foundation has evidence that sponsor is in default upon any of its obligations hereunder, foundation shall be entitled to either suspend the contract until an acceptable remedy is established, or to terminate the agreement.such termination shall be effective immediately upon receipt of official written notification from foundation.foundation shall also be entitled to pursue any rights or remedies which foundation may have against sponsor by reason of such default, and foundation may withhold any payments to sponsor for the purpose of set off until such time as the exact amount of damages may be determined.
in project director
if for any reason the foundation project director is unable to fulfill the responsibilities required to carry out this research agreement, the parties shall negotiate in good faith the continuance of this research project.however, if another principal investigator satisfactory to sponsor cannot be agreed upon, sponsor may terminate this research agreement.in the event of termination by sponsor, foundation shall be reimbursed for all costs it incurs in connection with this research agreement which arise from commitments made by foundation prior to receipt of notice of termination, provided the commitments cannot be terminated by the foundation.
etary information
it is understood that in the course of carrying out this research agreement, sponsor and foundation may wish to share proprietary information. the parties agree to use their best efforts to prevent disclosure of information which is clearly marked as proprietary to anyone other than those inspaniduals who have a need to know this information for purposes of carrying out their obligations in connection with this research agreement.
ations
the foundation project director and/or foundation’s project staff shall have the right to publish the results of any research conducted under this research agreement.
ions and licenses
a)foundation shall hold title to all inventions (including know how) which are discovered during the conduct of work under this research agreement utilizing foundation or state university of new york facilities.said inventions are hereinafter referred to as “foundation inventions.”
b)no license or other rights in foundation inventions are given to or received by sponsor except as specifically provided for herein.
c)foundation hereby grants to sponsor a ___ day option to acquire an exclusive license to foundation inventions. the ___ day period of the option shall commence on the date of disclosure of foundation inventions to sponsor by foundation.should sponsor exercise its option under this paragraph, the parties shall negotiate a mutually acceptable license agreement.
d)sponsor agrees to reimburse foundation for all direct costs of patenting new technology developed under this research agreement if sponsor acquires rights in said technology.
e)if both sponsor facilities and foundation and/or state university of new york facilities are used in carrying out work which leads to an invention under this research agreement, the sponsor and foundation shall hold joint title to said invention.sponsor shall be entitled to exercise the option and licensing rights set forth above with respect to foundation’s interest in said joint inventions.
f)inventions made using sponsor facilities exclusively shall belong to sponsor.
ment
a)neither party may assign or otherwise transfer this research agreement and the rights acquired hereunder without the written consent of the other party; this consent shall not be unreasonably withheld.however, sponsor may assign or transfer its interest in this research agreement as long as such assignment or transfer is accompanied by a sale or other transfer of sponsor’s entire business or other business to which this research agreement relates. a party desiring to assign or transfer this research agreement shall give the other party thirty (30) days prior notice of such assignment or transfer.if no reasonable objections are raised, then the assignment or transfer shall be deemed to have been approved.however, an assignment or transfer shall not be deemed to be approved unless the party to which this agreement is assigned agrees in writing to be bound by the terms and conditions of this research agreement.
b)this agreement shall accrue to the benefit of and be binding upon the successors, assigns, heirs, and personal representatives of the parties hereto.
all notices, demands, and other communications hereunder, except exchanges of technical information, shall be delivered personally to the party to which it is addressed, or mailed to such party by registered or certified mail, return receipt requested, with postage thereon fully prepaid. said notices shall be delivered to the following addresses, unless notice of change of address is provided in writing to the other party:
if to sponsor:
address
if to foundation:
the research foundation of state university of new york
office of sponsored program services
post office box 9
albany, new york12201-0009
attention:contract and grant specialist
any notices, demands, and other communications so mailed shall be deemed to have been received by the addressee seven (7) days after the time and date of its being so mailed.
g effect
this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns.
ing law
this research agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the state of new york, u.s.a., except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted.
cations
this agreement may be changed, amended, modified or extended only by a writing duly executed by the respective parties hereto.
bility
the provisions of this research agreement are separable, and in the event any provisions of this research agreement are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
ification
sponsor hereby agrees to indemnify foundation for any claims or actions that are brought against foundation by third parties because of sponsor’s use or misuse of the reports or technology which are provided to sponsor in connection with this research agreement.
of name
sponsor and foundation agree not to use each other’s names, or the names of any staff members or employees thereof, in advertising, sales promotion work, or in any other form of publicity except with the written permission of, and to the extent approved by the party whose name is to be used.
agreement
this agreement represents and embodies all the agreements and negotiations between the parties hereto and no prior or contemporaneous, oral, or written agreements or correspondence prior to the date of execution of this agreement shall be held to vary the provisions hereof.
of precedence
in the event of any inconsistency between clauses 1-19 of this research agreement, and the attached exhibit a, the inconsistency should be resolved by giving precedence to clauses 1-19.
in witness whereof, the parties hereto have caused this agreement to be executed by their duly authorized representatives, all intending to be legally bound hereby.
the research foundation ofsponsor
state university of new york
by:_______________________ by:______________________
title:_____________________ title:___________________
date:______________________ date:____________________
agreement with篇十
this co-sale agreement (this ’agreement’) is made and entered into as of _________,_________,_________(m/d/y) by and between aaa usa, inc., a _________(placename) corporation (the ’company’), (ii) bbb, inc. (’bbb’) and (iii) ccc(sb) (’ccc(sb)’).
a. concurrently herewith, bbb and the company are entering into that certain agreement, dated as of the date hereof (the ’principal agreement;’ capitalized terms used herein and not otherwise defined shall have the meanings defined in the principal agreement), pursuant to which, among other things, bbb will acquire shares of common stock and warrants in consideration of the license by bbb of the bbb logos and the bbb content and provision by bbb of certain broadcast advertising and promotion.
b. to induce bbb to enter into the principal agreement, ccc(sb) has agreed to enter into this agreement and offer bbb the opportunity to participate in certain sales of his shares of common stock of the company.
now therefore, in consideration of the above recitals and the mutual covenants made herein, the parties hereby agree as follows:
1. right of co-sale.
1.1 notice of sales. in the event ccc(sb) proposes to accept one or more bona fide offers (collectively, the ’purchase offer’) from any persons to purchase from him shares of the common stock of the company, he promptly shall give written notice (the ’notice’) to bbb describing fully the purchase offer, including the number of shares of common stock proposed to be transferred (the ’shares’), the proposed bona fide transfer price and the name and address of the proposed transferee. the notice may be included as a part of any notice required to be given by ccc(sb) under article eight, section 1 of the company’s bylaws.
1.2 participation right. to the extent that the company and other stockholders of the company have not exercised their respective rights of first refusal to purchase the shares in accordance with article eight of the company’s bylaws, bbb shall have the right (the ’participation right’) to participate in ccc(sb)’s sale of the shares under the terms and conditions specified in the purchase offer. to the extent bbb exercises its participation rights, the number of shares which ccc(sb) may sell pursuant to the purchase offer shall be correspondingly reduced. the participation right of bbb is subject to the following terms and conditions:
(a) number of shares. bbb may sell its pro rata share of the shares covered by the purchase offer. bbb’s ’pro rata share’ for purposes of this agreement is that number of shares of common stock equal to the product obtained by multiplying (i) the aggregate number of shares covered by the purchase offer, times (ii) a fraction, the numerator of which is the sum of the number of shares of common stock at the time owned by bbb and thedenominator of which is the aggregate number of shares of common stock at the time outstanding, assuming conversion of all outstanding preferred stock of the company and the exercise of all options and warrants then outstanding.
(b) exercise notice. if bbb desires to exercise its participation rights, bbb shall provide ccc(sb), within thirty days after bbb’s receipt of the notice, a written notice of such election (’exercise notice’) specifying the number of shares of common stock that bbb elects to sell pursuant to the participation rights. each exercise notice shall be irrevocable, unless otherwise consented to by ccc(sb).
(c) delivery of certificates. bbb shall effect its participation in the sale by delivering to the company promptly following exercise of its participation right, for delivery to the purchaser of the shares at the closing of the transaction contemplated by the purchase offer, one or more certificates, properly endorsed for transfer, representing the number of shares of common stock which bbb has elected to sell pursuant to the participation rights.
(d) transfer of shares. the stock certificate or certificates which bbb delivers to the company pursuant to section 1.2(c) shall be delivered by the company to the purchaser under the purchase offer at the closing of the transaction contemplated by the purchase offer; and the company shall receive on behalf of, and promptly remit to bbb, that portion of the sale proceeds which bbb is entitled to receive by reason of its participation in the sale.
(e) closing. whether or not bbb exercises its participation rights, the closing of the sale of the shares subject to the purchase offer shall take place not later than one hundred twenty (120) days following the date the notice was first delivered to bbb. at the closing, ccc(sb) may sell any shares subject to the purchase offer as to which bbb has not exercised its participation rights; and, if bbb has exercised its participation rights, the consummation of such sale shall be subject to the sale by bbb at the closing of all shares of common stock which bbb has elected to sell pursuant to the participation rights. any proposed sale on terms and conditions materially different from those described in the notice, as well as any subsequent proposed sale by ccc(sb), will again require compliance by ccc(sb) with the provisions of this agreement.
1.3 termination. this agreement and the participation rights granted hereunder shall terminate upon the first to occur of the following: (a) the tenth anniversary of the date of this agreement;
(b) the execution of a written agreement to terminate this agreement by ccc(sb) and bbb;
(c) the consummation of the first sale of securities of the company to the public pursuant to an effective registration statement filed by the company under the securities act of 1933, as amended;
(d) the first date on which bbb or any assignee to which such participation rights have been assigned pursuant to section 2.1 hereof (i) own common stock representing less than 10% of the number of shares of the company’s common stock that would be outstanding if all then outstanding shares of the company’s convertible preferred stock were then converted into shares of common stock or (ii) hold less than 50% of the number of such common stock equivalent shares as are issuable to bbb pursuant to the principal agreement or any warrants issuable thereunder; or
(e) upon the closing of (i) any consolidation or merger of the company with or into any other corporation or corporations in which the holders of the company’s outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain stock representing a majority of the voting power of the surviving corporation of such consolidation or merger or stock representing a majority of the voting power of a corporation that wholly owns, directly or indirectly, the surviving corporation of such consolidation or merger; (ii) the sale, transfer or assignment of securities of the company representing a majority of the voting power of all the company’s outstanding voting securities by the holders thereof to an acquiring party in a single transaction or series of related transactions; or (iii) the sale of all or substantially all the company’s assets.
2. assignment of participation rights. the participation rights of bbb under section 1 hereof may be assigned only to a bbb assignee; provided, however, that no such assignment of any of such participation rights shall be effective against the company or ccc(sb) until such time as the company and ccc(sb) are given written notice by the assigning party stating the name and address of the assignee and identifying the securities of the company as to which the rights in question are being assigned; and provided further, that any such assignee shall receive such assigned participation rights subject to all the terms and conditions of this agreement, including without limitation the provisions of this section 2.
3. legended certificates.
3.1 legend. each certificates representing shares of the common stock now or hereafter owned by ccc(sb) shall be endorsed with the following legend: ’the sale or transfer of the securities represented by this certificate is subject to the terms and conditions of a certain co-sale agreement by and among the shareholder, the corporation and bbb, inc. copies of such agreement may be obtained upon written request to the secretary of the corporation.’
3.2 removal of legend. the legend required by section 3.1 shall be removed upon termination of this agreement in accordance with the provisions of section 1.3.
4. general provisions.
4.1 notices. all notices hereunder (including the exercise notice) shall be in writing and shall be given by (i) certified or registered mail, return receipt requested; (ii) hand delivery; or (iii) nationally recognized overnight courier service; a notice shall be deemed to have been given (a) when delivered by hand; (b) three days after mailing, in the case of certified or registered mail; and (c) one business day after being forwarded to a nationally recognized overnight courier service for overnight delivery; in each case correctly addressed to such party at its address set forth below or such other address as such party may specify by notice to the other parties hereto:
(a) if to the company or ccc(sb), at _________(address); and
(b) if to bbb, at _________(address), attention: _________.
4.2 entire agreement. this agreement, together with all the exhibits hereto, constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.
4.3 amendments and waivers. any terms of this agreement may be amended and the observance of any term of the agreement may be waived (either generally or in a particular) instance and either retroactively or prospectively), with the written consent of ccc(sb) and bbb. any amendment or waiver effected in accordance with this section shall be binding upon the company, ccc(sb), bbb and their respective permitted transferees and assignees.
4.4 governing law. this agreement shall be governed by and construed exclusively in accordance with the internal laws of the state of _________(placename) as applied to agreements among _________(placename) residents entered into and to be performed entirely within _________(placename), excluding that body of law relating to conflict of laws and choice of law.
4.5 severability. if one or more provisions of this agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this agreement and the balance of this agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
4.6 third parties. nothing in this agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this agreement.
4.7 successors and assigns. subject to the provisions of section 2, the provisions of this agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.
4.8 captions. the captions to sections of this agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this agreement.
4.9 counterparts. this agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
in witness whereof, the parties hereto have executed this co-sale agreement as of the date and year first above written.
aaa usa, inc. bbb, inc.
by: _________ by: _________
title: ______ title: ______
ccc(sb)
by: _________
agreement with篇十一
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:
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.
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.
b shall keep confidentiality of any documents provided by party a and can not disclose to the third party.
ation 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.
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）.
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）.
b promises to provide necessary modifications to the translation documents free of charge after the delivery.
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.
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.
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:______________________
agreement with篇十二
銷售代理協(xié)議
sales?agency?agreement
編號：_________no：_________
日期：_________date：_________
本協(xié)議雙方為了發(fā)展貿(mào)易，在平等互利的基礎(chǔ)上，按下列條件簽定本協(xié)議。
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?訂約人：_________
contracting?parties：_________
供貨人：_________
supplier：_________?(?hereinafter?called;partya;)
銷售代理人：_________
agent：_________(?hereinafter?called;?partyb;)
甲方委托乙方為銷售代理人，推銷下列商品。
party?a?hereby?appoints?party?b?to?act?as?his?selling?agent?to?sell?the?commodity?mentioned?below.
2?商品及數(shù)量或金額
commodity?and?quantity?or?amount
雙方約定，乙方在協(xié)議有效期內(nèi)，承銷不少于_____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?經(jīng)銷地區(qū)?只限在_____銷售。
territory?in_____only.
4?定單的確認(rèn)
關(guān)于協(xié)議所規(guī)定的上述商品的每筆交易，其數(shù)量、價格及裝運條件等須經(jīng)甲方確認(rèn)，并簽定銷售確認(rèn)書，對交易做具體規(guī)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
訂單確認(rèn)后，乙方須按照有關(guān)確認(rèn)書所規(guī)定的時間開立以甲方為受益人的保兌的、不可撤消的即期信用證。乙方開出信用證后，應(yīng)立即通知甲方，以便甲方準(zhǔn)備交貨。
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?傭金
在本協(xié)議期滿時，乙方完成了第二款所規(guī)定的數(shù)額，甲方當(dāng)按裝運貨物所受到的全部發(fā)票金額付給乙方_____%的傭金。
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?市場情況報告
乙方每三個月向甲方提供一次有關(guān)當(dāng)時市場情況和用戶意見的詳細(xì)報告。同時，乙方應(yīng)隨時向甲方提供其它供應(yīng)商所給的類似商品的樣品及其價格、銷售情況和廣告資料。
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?宣傳廣告費用
在本協(xié)議有效期內(nèi)，乙方在上述經(jīng)銷地區(qū)內(nèi)所作廣告宣傳的一切費用，由乙方自理。乙方須事先向甲方提供宣傳廣告的圖案及文字說明，由甲方審閱同意。
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?協(xié)議有效期
本協(xié)議由雙方簽字后生效，有效期_____年，自_____至_____。若一方希望延長本協(xié)議，則須在本協(xié)議期滿前一個月書面通知另一方，經(jīng)雙方協(xié)商決定。
若協(xié)議一方未履行協(xié)議條款，另一方有權(quán)終止協(xié)議。
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
在履行協(xié)議過程中，如產(chǎn)生爭議，雙方應(yīng)友好協(xié)商解決。若通過友好協(xié)商未能達成協(xié)議，則提交中國國際貿(mào)易促進委員會對外貿(mào)易仲裁委員會，根據(jù)該會仲裁程序暫行規(guī)定進行仲裁。該委員會決定是終局的，對雙方均有約束力。仲裁費用，除另有規(guī)定外，由敗訴一方負(fù)擔(dān)。
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?其它條款
(1)?甲方不得向經(jīng)銷地區(qū)其它買主供應(yīng)本協(xié)議所規(guī)定的商品，如有詢價，當(dāng)轉(zhuǎn)給乙方洽辦。若有買主希望從甲方直接訂購，甲方可以供貨，但甲方須將有關(guān)銷售確認(rèn)書副本寄給乙方，并按所達成交易的發(fā)票金額給乙方_____%的傭金。
(2)?若乙方在_____月內(nèi)未能向甲方提供至少_____的訂貨，甲方不承擔(dān)本協(xié)議的義務(wù)。
(3)?對雙方政府間的貿(mào)易，甲方有權(quán)按其政府的授權(quán)進行有關(guān)的直接貿(mào)易，而不受本協(xié)議的約束。乙方不得干涉此種直接貿(mào)易，也無權(quán)向甲方提出任何補償或傭金要求。
(4)?本協(xié)議受簽約雙方所簽定的銷售確認(rèn)條款的制約。
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.
本協(xié)議于_____年___月___日在_____簽定，正本兩份，甲乙雙方各執(zhí)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：_________
簽字：_________?signature：_________
簽字：_________signature：_________
agreement with篇十三
this agreement is made as of this _________,_________,_________(m/d/y),between aaa inc. and all its domestic subsidiaries and affiliates (’aaa’) and the informal committee of unsecured creditors of aaa (the ’committee’).
witnesseth
whereas, on _________,_________,_________(m/d/y)(the ’committee organization date’), the committee organized itself, at the request of aaa, and as initially organized is comprised of the following companies: bbb, inc. ccc, ddd, inc., eee company, fff, llc, ggg, pacific asset management; and
whereas, the committee has advised aaa that it has retained the services of hhh llp (’tb&f’) as its counsel; and
whereas, aaa is desirous of entering into an out of court composition, extension or other acceptable agreement providing for the treatment of its outstanding claims (the ’composition agreement’) and further, aaa has agreed to allow the committee a reasonable period of time to conduct such due diligence as it may require to determine the feasibility and advisability of entering into such a composition agreement (the ’standstill period’), and
whereas, other than as provided in paragraph 2 of this agreement, aaa has agreed that during the standstill period it shall make no payments, transfers or returns of merchandise on account of any its debts or obligations to anyone that arose or accrued prior to the date of this agreement, without the written consent of the committee.
now therefore, for valuable consideration, including the forbearance of each committee member, the parties hereby agree as follows:
1. this agreement shall remain in effect and shall terminate on the earlier of: (a) 5:00 p.m. (pacific time) on _________,_________,_________(m/d/y); (b) the committee and aaa agree, in a writing executed in the same manner as this agreement, to modify, replace or terminate this agreement; (c) aaa defaults under or otherwise violates the terms of this agreement and the committee terminates this agreement or an order for relief under the bankruptcy code is entered against aaa or an assignment for the benefit of creditors is executed by aaa (collectively, the ’termination date’).
2. during the standstill period, aaa shall make no payments, transfers or returns of merchandise on account of any of its past due debts as of the date of this agreement including, but not limited to, goods or merchandise that were shipped or delivered prior to the date of this agreement; provided however, during the standstill period, aaa shall use funds to maintain its existing operations substantially in accordance with a budget to be agreed upon.
3. during the standstill period, aaa shall conduct its business in the ordinary course and shall take no action, without the prior written consent of the committee and sell or otherwise transfer its assets, including inventory, via bulk sale(s) or otherwise, outside of the ordinary course of its business.
4. subject to the separate letter agreement, aaa will pay the reasonable fees and expenses incurred by the committee’s professionals during the period between the committee organization date and the termination date. contemporaneously with the execution of this agreement, aaa will wire transfer $,_________ to tb&f. at the conclusion of the standstill period, tb&f shall provide aaa, and its counsel, with a billing statement setting forth the identity of each tb&f professional who has performed services for and on behalf of the committee, the rate charged by each such professional, and the aggregate time spent by each for the service provided. tb&f acknowledges that during the standstill period no legal services shall be provided for any inspanidual committee member or on behalf of any other entity other than the committee in connection with aaa and/or this agreement. tb&f will also forward copies of the expenses incurred by the committee member.
5. during the standstill period, and so long as aaa has complied with all of its obligations under the standstill agreement, the members of the committee will (a) forebear from exercising such rights as they may have against aaa for payment or collection of sums that may be due to them, and (b) either jointly or inspanidually, forebear from participating in the filing of an involuntary bankruptcy proceeding or state court receivership against aaa. such forbearance is not a waiver of any portion of the claims of any committee member.
6. this agreement does not create a joint venture or create a partnership between the parties.
7. this agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. all prior agreements and understandings are merged herein and there are no oral understandings apart form the terms of this agreement. this agreement may be altered, amended or modified only by a written instrument signed by all parties to this agreement.
8. this agreement and any issues arising hereunder will be governed by the laws of the state of california.
9. this agreement may be executed in one or more counterparts, including facsimile transmittals, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.
in witness whereof, the parties hereto have entered into this agreement the day and year first above written.
aaa inc.
by: /s/ _________
title: __________
printed name: ___
bbb
by: _____________
committee member:______
company: ______________
printed name:__________
agreement with篇十四
this agreement of lease is made on this _____day of december ______by and between:
mrs. ghazala waheed w/o abdul waheed, adult, r/o house no.___, dha, lahore cantt, (hereinafter to as the lessor of the one part).
and
mr.___,r/o china, refereed to as the lessee of the other part.(expression “l(fā)essor” and “l(fā)essee” wherever the context so permit shall always mean and include their respective heirs, successors legal representative and assignees).
whereas the lessor is the lawful owner and in lawful possession of house no,___,dha, lahore cantt, consisting of 4 bedrooms with bath, d/d,tv; lounge, kitchen, store, servant, quarter together with fixtures and fitting (hereinafter collectively called the demised premises).
and whereas the lessor has agreed the lease and the lessee has agreed to take on lease the demised premises on the terms and condition as given below:
1. this agreement in only valid if lessee is renewed and extended for the lease period.
2. the lessor lets lessee takes the demissed premises for a period of 12 months
commencing from 15th january 20__. the lease is renewable for a further period as may be mutually agreed in writing on expiry of the lease period
3. the rent of the demised premises shall be usd3,300/-(us dollars three thousand and three hundred only) per month
4. the lessor hereby acknowledges receipt of the sum of usd.19,800/-(us dollars nineteen thousand and eight hundred only) per month.
5. it is hereby agreed between the parties that the lessee shall pay the aforesaid monthly rent usd. 3,300/-(us dollars three thousand and three hundred only) as the monthly rental advance by 20th of each calendar month for which if is due after completion of advance rent period ending on 15th july 20__.
6. that the lessor hereby acknowledges receipt of the sum of rs.60,000/-(rupees sixty thousand only) from the lessee as fixed edposit security which shall be refunded to the lessee on giving back the vacant possession of the demised premises after deduction of damages/shortages outstanding bills for electricity, water, gas and telephone charges etc, against the demised premises.
the lessee herby convenants with lessor as following:
1. to pay to the lessor the rent hereby reserved in the manner before mentioned.
2. that the lessee shall not at any time during the terms, without the consent in writing of the lessor, pull down, damages or make any structure alterations to the demised premeses provided always, the lessee shall have go write install any fixtures and fittings excluding air-conditioners in the demised premeses, to detach and repossess the same subject to the restoration of the demised premeses to their original state at his cost (reasonable wear and tear excepted) on the expiry of this lease or any renewal hereof.
3. to use the demises premises for residential purpose and would not be used for a commercial purpose the demises premise would not be used occupied by mr. ___and family.
4. not to sublet the whole or any part of the premises.
5. to pay regularly the bills for electricity, gas, water and telephone charges in respect of the demised premises. a copy of all the paid utility bill be forwarded to the lessor every three month regularly. in case of disconnection of any facility due to non-payment, lessee will be responsible to get them restored and pay the same. all dues must be cleared before the expiry of the lease.
6. the lessee shall keep and maintain the said premises in good and tenantable conditions during the tenure of the lease.
the lessor hereby convenants with the lessee as following:
1. to pay all existing and future rate, taxes assessments and other charges of a public nature whether impose by the municipality, government or any other authority in respect of demised premises.
2. not to erect or set up a building or structure on the demises premises nor to add to any existing building or structure during the period of lease or any renewal without the written consent of the lessee.
it is hereby declear and muturally agreed between the lessor and lessee ans follwing:
1. the lessee and the lessor shall have the right and option to terminate this lease at any time only after the expiry of the lease period i.e., 24 months, provided they give one (1) month notice in advance to either of the parties.
2. the meter reading of various utilities are as given below:
utility meter number today’s reading
a) elecricity __________________
b) gas _________________________
c) telephone ___________________
d) water _______________________
3. that the lessee has also agreed with the lessor for a mandatory increase in rent by 10% per annum, the rent would be enhanced to rs.36,300/-( rupees thirty six thousand and three hundred only), should the lessor and i essee mutually to renew the lease. it can be negotiated between the parties.
whereof the parties hereto have executed these presents on the and day above written.
lesssor:______________________
mrs. ghazala waheed
nic no._______________________
lessee________________________
mr. __________________________
chinese passport no.__________
agreement with篇十五
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: _____________________