Guides for English Contracts
Generally, English contracts consist of those below:
a． Date and place of signing（订约日期和地点）
b. Signing parties and their nationalities, principal place of business or residence addresses（合同当事人及其国籍、主营业所或住所）
c. Each party’s authority（当事人合法依据）
For example, “a corporation duly organized and existing under the laws of XXX”（按当地法律正式组织而存在的）
d. Recitals or WHEREAS clause（订约缘由/说明条款）
a. Definition clause（定义条款）
b. Basic conditions（基本条款)
c. General terms and conditions（一般条款)
f. Force Majeure(不可抗力)
i. Governing law(适用的法律)
D WITNESS clause(结尾条款)
a. Concluding sentence（结尾语)
Those formats are not fixed; the parties can make adjustments accordingly.
Be precise and concise
The following documents shall be deemed to form and be read and construed as an integral part of this Contract.
This Contract can only be altered, amended or supplemented in accordance with documents signed and sealed by authorized representatives of both parties.
All activities of ABC Co. shall be governed by the laws, decrees and pertinent rules and regulations of China.
- Always use positive voices
Party B is hereby appointed by Party A as its exclusive sales agent in Singapore. (不宜)
Party A hereby appoints Party B as its exclusive sales agent in Singapore. (适宜)
Always use present tense
Licensee may terminate this Contract 90 days after a written notice thereof is sent to Licensor upon the happening of one of the following events:
1. Licensor becomes insolvent or a liquidator of Licensor is appointed;
2. The patent described in Article 2 is not issued within 30 days from signing this Contract; and
3. Licensor fails to perform its obligations under this Contract.
Always use direct expression
This Article does not apply to bondholders who have not been paid in full. (用得少)
This Article applies only to bondholders who have been paid in full. (用得多)
Always use one verb when possible.
Party A shall make an appointment of its representative within 30 days after signing the Contract.
甲方应于签约后30天内指派其授权代表。宜用appoint代替 make an appointment of.
Party A will give consideration to Party B’s proposal of exclusive agency.
甲方愿意考虑乙方独家代理的建议。宜用consider代替give consideration to.
Those words below are frequently used.
1. WHEREAS 鉴于
WHEREAS the Employer is desirous that manpower can be rendered available for the construction of High-Rise Residential Complex in Baghdad, Iraq;
WHEREAS the Contractor is desirous to provide the manpower for the Works;
2. WITNESS 证明
This Agreement, made by …
WHEREAS…, it is agreed as follows:
3. IN WITNESS WHEREOF 作为所协议事项的证据：
IN WITNESS WHEREOF, the parties have executed this Contract in duplicate by their duly authorized representatives on the date first above written.
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