Contract & Agreement and E-C Translation

According to Contract Law of the People’s Republic of China (1999), A contract in this Law refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing, that is, between natural persons, legal persons or other organizations.

Steven H. Gifts defined contract in Law Dictionary as: contract is a promise, or a set of promises, for breach of which the law gives remedy, or the performance of the which the law in some way recognize as a duty.

As for agreement, there are two definitions by Black. Onr is “A concord of understanding and intention between two or more parties with respect to the effect upon their relative rights and duties, of certain past or future facts or performance”; the other is “The consent of two or more persons concurring respecting the transmission of some property, right or benefits, with the view of contacting an obligation, a mutual obligation”.

In English-Chinese translation of contract & agreement, there are many principles to follow. Here, I want emphasis two of them: ellipsis and repetition.


Some parts of speech and components of sentences can be omitted in translation. Personal pronouns and possessive pronouns can be omitted. Some grammatical and rhetoric words can also be omitted.

For example:

Consultant will deliver to Client all Confidential Information and all copies thereof when Client requests the same of immediately upon termination of this Agreement, whichever occurs earlier, except for one copy thereof that Consultant may retain for its records.


Thereof is omitted here.


Repetition is the contrast of ellipsis, which is actually a kind of words-adding – adding the same words. We need to repeat some words in translation, because syntax and figures of speech in English and Chinese are quite different.

For example:

After Completion, the Vendor shall not in any way hold itself out or permit itself to be held out as being interested in , or in any way connected with, the Company.


Party A has full legal right, power and authority to execute and deliver this Contract and all of the agreement and documents referred to in this Contract to which Party A is a party and to observe and perform its obligations hereunder and thereunder.


Here are some common useful sentence patterns.

We hereby certify to the best of our knowledge that the foregoing statement is true and correct.


This Contract is hereby made and concluded by and between Co. (hereinafter referred to as Party A) and Co. (hereinafter referred to as Party B) on (Date), in (Place), China, on the basis of equality and mutual benefit and through amicable consultation.

本合同双方,  公司(以下称甲方)与  公司(以下称乙方),在平等互利基础上,通过友好协商,于      日在中国  (地点),特签订本合同。

This agreement is hereby made and entered into on (Date), by and between Co. China (hereinafter referred to as Party A) and Co. (hereinafter referred to as Party B).

中国  公司(以下简称甲方)与  公司(以下简称乙方)于      日特此订立本协议。

The contract shall be valid for 10 years from the effective date of the contract. The contract shall become null and void automatically on the expiry of the contract‘s term of validity.

本合同的有效期从合同生效之日起算起共计 10 年,有效期满后,本合同自动生效。

This certificate shall be considered null and void in case of any alteration.


This contract is made in two originals that should be held by each party.


What is left unmentioned in contract may be added there as an appendix.


The Contract is written in quadruplicate (two for original and copy respectively) which shall become valid on the date of signature.


This Contract is executed in two counterparts each in Chinese and English, each of which shall be deemed equally authentic. This contract is in 2 copies effective since being signed/sealed by both parties.


This contract is made by and between the buyers and sellers, whereby the buyers agree to buy and the sellers agree to sell the under-mentioned. Commodities according to the terms and conditions stipulated below.



Words translated by CCJK


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