5.Entire Agreement

1、Entire Agreement, Amendment and Language（完整协议、修改、语言 ）翻译练习 1. All the appendices to this Agreement shall be an integral part of this Agreement. This Agreement and all its appendices shall constitute the entire agreement between the Parties with respect to the subject matter set forth herein and super

2、sede any and all previous oral and written discussions, negotiations, notices, memoranda, documents, agreements, contracts and communications between the Parties relating to such subject matter. 2. The terms and conditions herein contained, including the Appendices hereto, constitute the entire agre

3、ement between the parties hereto. This Contract shall supersede all previous communications, either oral or written, between the parties. Amendments modifying or extending the Contract shall be binding upon both parties only if in writing and signed by a duly authorized officer or representative of

4、each party. 3. This Agreement, entered into as of the date written above, constitutes the entire agreement between the Parties relating to the subject matter hereof and shall be in addition to and not in derogation of the provisions of the Supply Agreement. No terms or provisions of this Agreement s

5、hall be varied or modified by any prior or subsequent statement, conduct or act of either of the Parties, except that the Parties may amend this Agreement by written instruments referring to and executed in the same manner as this Agreement. 4. This Agreement, including any Statement of Work entered

6、 into pursuant hereto, constitutes the entire agreement of the parties hereto with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing. In the event of a conflict between the provisions of

7、this Agreement and the specific provisions set forth in a Statement of Work, the provisions of the Agreement shall control, except to the extent the provisions in a Statement of Work expressly provide otherwise. 5. This Agreement constitutes the entire agreement between the parties with respect to i

8、ts subject matter (no party having relied on any representation or warranty made by any other party which is not contained in this Agreement) and no variation of this Agreement shall be effective unless made in writing and signed by all of the parties. 6. Amendments to this Contract may be made only

9、 by a written instrument signed by a duly authorized representative of each of the Parties and, unless prior approval from the Ex-amination and Approval Authority/the appropriate government department is statutorily required such amendments shall become effective upon the signing by the duly authori

10、zed representatives of both Parties. 7. This Agreement shall be signed in four (4) counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall sign a Chinese language version of this Agreement as soon as reasonably possible. Shou

11、ld there be any discrepancy between the two language versions, the English version of this Agreement shall prevail. 8. This Agreement may be executed by the parties hereto in any number of counterparts and on separate counterparts, each of which when so executed shall be deemed an original but all o

12、f which shall constitute one and the same instrument and shall be binding on all parties. A party may execute this Agreement and the documents referred to herein on a facsimile copy counterpart and deliver its signature and seal by facsimile. 参考译文 完整协议、修改、语言 1. 本协议的所有附件是本协议不可分割的一部分。本协议及其附件构 成双方就本协议规

13、定的标的达成的完整协议，并取代双方先前与该标的 有关的一切口头和书面的洽谈、谈判、通知、备忘录、文件、协议、合 同和通讯。 2. 本合同所包含的条款和条件，包括合同附件，构成合同双方的完整 协议。本合同取代双方以前所有的口头或书面通讯。对合同所作的修改 或扩充，只有采取书面形式并经双方正式授权的主管人员或代表签署 后，方能对双方有约束力。 3. 文首载明的日期签订的本协议，构成双方关于本协议标的完整协议， 是对供应协议规定的补充而不是减损。任何一方均不得以先前或以后的 声明、举动或行为修改或变更本协议的任何条款或规定，但双方可以以 本协议提及的和以本协议相同方法签署的书面文件修改本协议。 4.

14、 本协议，包括根据本协议订立的工作一览表，构成本协议双方关于 本协议标的的完整协议，并取代双方先前的或现在的所有陈述、建议、 讨论和通讯，无论是口头的还是书面的。若本协议的规定与工作一览表 的具体规定发生冲突，以本协议的规定为准，但工作一览表另有明示规 定的除外。 5. 本协议构成双方关于协议标的的完整协议(各方均依赖于另一方在 本协议中的陈述或保证)，对本协议的任何修改，只有通过书面形式并 经双方签字后方能生效。 6. 对本合同的修改，只能通过各方的正式授权代表签署书面协议进行。 除法律要求须经审批机构/政府有关部门事先批准外，该等修改经双方 授权代表签字后立即生效。 7. 本协议签署本一式

15、四(4)份，四份文本视为共同构成同一份协议。 双方应尽快签署本协议的中文文本。协议的英文文本和中文文本如有不 一致之处，以英文文本为准。 8. 本协议各方可签署任何数量的协议文本，并在各份文本上签字。每 份文本一经各方签署均视为原件，所有文本构成同一份文据，对各方均 有约束力。一方可签署本协议和本协议提及的文件的传真件，并通过传真交付其签名和印章。 补充翻译练习 1. This Agreement and the schedules hereto constitute the entire agreement between the Parties relating to the subjec

16、t matter hereof and supersede all previous writings and understandings related hereto. 2. Any amendments to this Contract shall become effective only after a written agreement to effect the amendments signed by Party A and Party B has been approved by the Examination and Approval Authority. 3. This

17、Contract is executed in English and Chinese. Both language versions shall be equally authentic. Each Party acknowledges that it has reviewed both language texts and that they are substantially the same in all material respects. 4. This Agreement is executed in Chinese. If necessary, it may be transl

18、ated into other languages. However, if there is any conflict, ambiguity or discrepancy between the Chinese version and a version in any other language, the Chinese version shall prevail. 5. This Contract shall be written in both Chinese and English. Both versions are equally authentic. Each version s