法律英语学习视频examples for analysis of contract

1、Exles:Recitals: signing partyEg.1(1). This Agreement is made and entered by and betno in place as of the date DD MM YYSERNATIONAL EASTERN TRADING COMPANY (SIETCO) (Business RegistrationNumber: 44480800X) a company incorporated in Singapore and having its registered office at S House, 83 Clemenceau A

2、venue, 4th Floor East, Singapore 239920. (hereinafter referred to as “A”)； China National Petroleum Corporation, a company incorporated and existing under the laws of the Peoples Republic of China, having its headquarters domiciled in Beijing, the Peoples Republic ofChina (hereinafter referred to as

3、 “B”); andAmerican Oriental Co., a company incorporated and existing under New York Law whoseregistered office is at No 412, the fifvenue, New York, USA (hereinafter referred to as “C”).(Individually Party or collectively Parties)Eg.1(2)This Agreement is made and enteredo in place as of the date DD

4、MM YYby and betCo.n, a company incorporated and existing under English Law whose registered office is at(hereinafter referred to as “A”);Partnership, a companyanized and existing under the laws of the s e of Texas, United S eof America(hereinafter referred to as “B”).Recitals: facts s ementeg. 2 P78

5、 WITNESSETHWHEREAS, CNOOC, in accordance with the “Regulations of the Peoples Republic of China onExploi ion of Off-Shore Petroleum Resourin Co-operation with Foreign Entrises”,promulgated on January 30th, 1982 and revised under the “S e Councils Decion the Modificationof Regulations of the PeoplesC

6、oncerning the Exploi ion of Off-Shore PetroleumResourin Co-operation with Foreign Entrises” released onSeptember 2001 (hereinafterreferred to as “Petroleum Regulations”), has exclusive rights concerning exploration, production,23rddevelopment and sales of the petroleum produced withhe area herein ag

7、reed and the rights assignedby the Petroleum Regulations to sign this Petroleum Contract; andWHEREAS, BP is a foreign entrise, and desires to provide funds and apply its appropriate andadvanced technology and managerial experiento cooperate with CNOOC for the exploi ion ofoffshore petroleum resourwi

8、thhe area herein agreed and agrees to be subject to the laws, decrees,and other rules and regulations of the Peoples Republic of China in the implemenion of thePetroleum Contract.Definition Eg. 3The GOODS or parts thereof provided by the SELLER for which there is no detailed specificationincludedhe

9、PURCHASE AGREEMENT shall be new, of good quality and workmanship and fit forthepurended pure where a pure is definedhe PURCHASE AGREEMENT or, where no suche is defined, fit for its ordinary pure.Eg.4. Groegligence means serious negligencet goesthe failure to exercise proper skilldegree of risk or th

10、e likely materialand care and amounts to a reckless disregard of the highconsequenof the act of the party;Eg.5.1）Unless the context requires otherwise, the words appearing the following：his Agreement in full capitals means2his Transport Agreement unless the contexts require otherwise words and expre

11、ss used hereinshall have the same meanings set outhe Sale and Purchase Agreement. The rules of definitions setout in Clause 1 of the Sale and Purchase Agreement shall apply to thereion of this TransportAgreement. In addition, in this Transport Agreement, the following words and expresfollowing meani

12、ng:s have the3）Seller (Sellerhib-clause means ABB) shall arrange as a minimum the insuranfor the seatranspor ion of the EQUIPMENT in accordance with thib-clause and ensuret they are in fullforce and effect throughout the life of this PURCHASE AGREEMENTEg.6.(P84)签订一个采购合同，卖方为两家公司，一家是生产企业，一家是服务企业，两家联合投

13、标这个项目。合同定义部分：“WORK” shall mel work to be carried out including but not limited tivery of EQUIPMENT,servi运行）of installation, testing and commising of the EQUIPMENT.（交付货物、安装、测试和试“COMPLETION” shall mean completion of WORK in accordance with this PURCHASE AGREEMENT.“SELLER” shall mean ABB and BBC.双方权利义务

14、部分：After the satisfactory COMPLETION of the WORK by the SELLER, the BUYER shall pay or cause to be paid to the SELLER the PURCHASE PRICE, in accordance with this PURCHASE AGREEMENT.eg.7.(P88 eg2)定义部分EMPLOYERS REQUIREMENTS means theset out in SCHEDULE 1 and any additionsfrom time to time.and modifica

15、tions权利义务部分t may be made to suchThe CONTRACTOR shall be deemed to have satisfied himself as to the correctness and sufficiency of the CONTRACT PRICE, which shall cover all the CONTRACTORS obligations under theCONTRACT, including without limi ion the cost of compliance with the EMPLOYERSREQUIREMENTS

16、and all things nesary for the proper design, execution and completion of theWORKS and the remedying of any defectEg. 8. Affiliate“Affiliate” means a company which, directly or indirectly through one or moreermediaries, controlsor is controlled by, or is under common control wiParty. For this pure co

17、ntrol means the director indirect ownership of in aggregate fifty percent or more of voting capital.Eg.9（1）（P100）. Represenions and WarrantsParty A hereby represents and warrants to the othartiest:Party A is validly created and existing under the laws of Delaware, the USA., has fuller, authority,and

18、 approval to execute this Agreement and has all the nesaryer, authority,Party A and the Guarantor hereby undertakes to indemnify and kendemnified the otharties forany costs, expenses, liabilities, and losses which arise as a result of any breach by Party A or the Guarantor of its represenions and wa

19、rranties hereunder.Eg.9(2)（P105）2 Represenion and Warrants2.1 Buyer represents and warrantst it: (a) understandst the Equipment is subject to exportcontrols under the U.S. Commerce 2.2 If Buyer is in breach of this presen ion and warrants in Clause 2.1 herein, Seller shall have the right to terminat

20、e this Purchase Agreement by a mere notice of termination and claim any loss and/or damage thus incurred.Eg.10The LAW FIRM represents and warrants to the CNTt1)2)3)Prior to enteringo this CONTRACT, the LAW FIRM has made due and diligent enquiry ofits AFFILIATES, as at the date of theabove written, n

21、o situation exists where LAW FIRM or itsAFFILIATES are providing servito entities who have anerest in the tranion which is theNT or any of itssubject matter of the serviand whoseAFFILIATE in respect of the SERVIerests maywith those of the C;或 Prior to enteringo this CONTRACT where theSERVIto be prov

22、ided under this CONTRACT, the LAW FIRM has carried out appropriateof inflict checks and have put in plaueasurest in LAW FIRMs reasonable opinionare appropriate to manage anys oferestt are identified by the carrying out of any suchoferest checks.4)或The CONSULTANs undertaken a due diligence investigat

23、ion ofs oferest immedia yprior to the date of this AGREEMENT and will do so periodically thereafter. The CONSULATANTwill immedia y inform CNT if ites aware of asituation pertaining to theSERVIand the CONSULTANgagement.Eg.11（1）.(P102)Represenion and WarrantsParty A hereby represents and warrants to P

24、arty Bt:A) it is duly incorporated with limited liability and validly existing under the laws of Brazil and has thelegal right,er and authority to entero and perform this Assignment Agreement in accordancewith its terms andt this Assignment Agreement and the assignments contemplatedL) this Assignmen

25、t Agreemens been duly executed and delivered by Party A, constitutes a legal,valid and binding obligation of Party A and is fully enforceable against Party A in accordance with itsterms.2.2 The represen ions and warranties containedhis Clause 2 shall be deemed given on the date ofthis Agreement, and

26、 shall be deemed to have been repeated immedia y prior to Completion.Eg.11(2)Eg.11(3)LIMIIONS ON WARRANTIES AND TITLE MATTERSGeneral Limi ions. The represen ions and warranties of the TRANSFEROR containedhis Agreement are exclusiveand are inu of all other represen ions and warranties, express, impd

27、or s utory, including thosegiven with respect to the condition, quality of the Assets in or under the Contract. TRANSFERORhereby dis and negates, and TRANSFEREE hereby waives, all warranties, express or impd, asto: (i) title to any of the assets; (ii) any estimates of the value of the assets or futu

28、re revenuesgenerated therefrom; or (iii) the maenance, repair, condition, quality, design or marketability of theAssets. TRANSFEROR further dis any represen ion or warranty, express or impd, ofmerchantability, fitness for a particular pure, of materials or any equipment, it being agreed by thepartie

29、st TRANSFEREE has made such inspections as TRANSFEREE deems appropriate.TheAssets are delivered to buyer “as is” and “will faults”.例 122.1 Each party represents and warrantst:(a) It is duly authority to enteranized and registered and in good standing in its s e or country and haser ando and perform

30、this Contract and any other agreements ands executed ordelivered by it in connection herewith (collectively, with this Contract, thes).(b) Its execution, delivery and performance of thes have been duly authorized by allnesary action.例 13（P251）The Contract Price is six million, threedred andtwenty tw

31、o thousand American Dollars(US$6,220,000). The Contract Price isl-inclusive lump sum price for the GOODS asBUYER to the SELLER except where the SELLER specifically specifies as extra items to be paidsepara y.例 14（P252）Unless otherwise s ed herein, all priand rates shall be fully inclusive and includ

32、e all SELLERscosts, taxes, duties (where relevant as defined in the INCOTERMS(2000), overheads and profitincurredhe delivery of the GOODS and in fulfilling all obligations and liabilities under thePURCHASE ORDER.例 151.1 In consideration of CONTRACTORs performance of the WORK， Party A shall pay the C

33、ONTRACTOR the CONTRACT PRICE of one dred and fifty eight million US Dollars (US$158,000,000) in accordance with this CONTRACT. The CONTRACT PRICE is inclusive of all taxes and fees stipulated in Article 1.21.2 The CONTRACTOR shall ame full and exclusive liability for payment of all taxes, duties,lev

34、ies, fiscal contributions and other charges, including but not limited to withholding taxes,ale taxes, property taxes, capital gains taxes, Value Added Taxes, pens, insurance contributions,turnover or sales taxes and all corporate taxes, as may be imed on CONTRACTOR, and/or itsnel in connection with

35、 this CONTRACT.例 16To the extent authorized, all out-of-pocket expenses for travel, lodging and other incidental items forthe Contractor shall be reimbursed at actual cost, providedt such expenses can be evidenced byreceipts. Unless otherwise agreed in the Contract, the method, cost and class of tra

36、vel shall be inaccordance with the standard contained in Annex 1. The Contractor shall arrange alternatives to ho expenses (e.g. apartment rentals etc.) to minimize lodging expenses where reasonably practicable,depending on the length of assignment of Contractorsnel.例 17(P254)The Contractor and the

37、C nt acknowledge and agree without limi ion, charges for office equipment,t the Rates are fully inclusive and include,al digital assistants,al computers,incidental use of all phones including mobile phone charges and other similar equipment.he eventt the Contractor incurs a substantial amount of pho

38、ne costs(including mobile phones and othersimilar equipment) assoted with the proviof the Servihereunder, the C nt undertakes toagree with the Contractor an appropriate reimbursement of such costshe Contract. The C nt mustagree to the reimbursement of such costs prior to any such reimbursement.例 18(

39、P257)Fees for the Serviare based on the amount of time assignment. The C nt will be charged for the Servit the Counselsnel will devote to eachon an hourly basis of the lawyers, paralegalsand other employees of the Counsel. The hourly rates depend on the seniority and experience of thelawyers and par

40、alegals. The hourly rate for legal servishall not include VAT(15%) and customaryexpenses incurred by the Counsel in connection with the rendering of the Servi(ernational,er-city and mobileephone and facsi, copying ofs, reasonable travel(not higherneconomy class) and homodation expenses and meals,ing

41、 and courier servi). Thestandard hourly rates of the lawyers and paralegal who will primarily work on C nts assignment are he following:例 19The Counsel shall submit to the C nt an, which will include fees, expenses incurred by theCounsel when rendering the Serviand VAT. The Counsel shall provide a c

42、omputrout of thetime spent on the C nts assignments (with each hour splito one tenth of an hour, when applicable). The C nt shall pay the Counselsand aof Transfer and Acceptance together with itsuncontroversialregarding thewithin 10 calendar days of the date of receipt. If the C ns any questions, th

43、e C nt shall immedia y notify the Counsel of such questions in writing. TheC nt shall not unreasonably withhold payment of the Counselss.例 20(P259)8.18.2.1Remuneration of Work:Remuneration of Work performed in China on a Firm Lump Sum Price basis in US dollars:In consideration of the Work performed

44、and completed by the Subcontractor in accordance8.2.3Remuneration on a Reimbursabasis for the extra work.The Main Contractor shall pay the Subcontractor for extra work on a reimbursabasis at the rates andconditions as set forth in Exhibit “B” of thibcontract, and which are all-inclusive and shall be

45、 fixedfor the whole period of validity of the Subcontract.例 21All priand rateshis PURCHASE ORDER fOODS and Servisourced within China shallbe in Renminbi, but for those sourced outside China shall be in US Dollar. Where multiple currenciesare used, the split shall be made clear”例 22(P264)1）The Seller

46、 shall ie to the Buyer an Advance Payment Guarantee in strict compliance with theForm of Advance Payment Guarantee attached as Annex II within 7 days after theAgreement. Unless and until the Buyer receives this guarantee, thib-Clause shall not apply.of this2）(p265)The Contractor shall ensuret the gu

47、arantee is valid and enforceable until the advancepaymens been repaid, but its amount may be progressively reduced by the amount repaid by theContractor as indicatedhe Payments. If the terms of the guarantee specify its expiry date,and the advance payment has not been repaid by the date 28 days prio

48、r to the expiry date, theContractor shall extend the validity of the guarantee until the advance paymens been repaid.例 23(P268)Payment Schedule :1st 2nd 3rd4thPayment: 10% of CONTRACT Value after theof this Contract;Payment: 45 % of CONTRACT Value after reaching the total depth;Payment: 35 % of CONT

49、RACT Value aftroduction testPayment: 10 % of CONTRACT Value after Demobilization例 24The BUYER shall be entitled to exercise the right of set-o under this PURCHASE ORDER or otherwise:gainst any amount due to the SELLER(a) any sum which it in good faith regards as being owed by the SELLER to the BUYER

50、; and(b) such amount sufficient to indemnify the BUYER comple y against anySELLER.NS against the例 25(P278)Currency For PaymentAll payments to the CONTRACTOR by the OWNER under the terms of this CONTRACT shall be in Ginge Kazahkstan.If the CONTRACT PRICE is expressed in a foreign currency and the CON

51、TRACTORmakes rates on the day of such payments ofegraphic Transfer quoted in theopening of business rate sheet published by a bOWNER.registered in Kazahkstan nominated by theIf such day falls on a day where the rate is not available, the rate quoted immedia y before such dayshall be used.例 26（1）（P11

52、0）19.1If eitharty commits any breach of its obligations under this Agreement and fails to remedy suchbreach withhirty (30) days from receipt of a written notice from the otharty requiring it to do so,then the party iing the notihall be entitled to terminate this Agreement. Such termination shallarty

53、 which shall have arisen or shall later arise in relation to thisnot prejudice any remedy by eithAgreement.19.2 Eitharty hereto may terminate this Agreement immedia y at any time upon the occurrence ofany of the following events:.19.3 Eitharty may terminate this Agreement on 30 days prior written no

54、tice to the oth例 26（2）Termination, termination event and change of control 6Commencement, duration ANd TERMINATIONarty.6.1 This Agreement shall comeo effect on , 200 and, unless terminated ear r inaccordance with the remaining provis of this Clause 6, shall continue in force forriod of twoyears expi

55、ring on insert date of termination, e.g. 2 years later.6.2 Eitharty may terminate this Agreemenany time with or withoause and in either casewithout liability therefor, by giving to the other not lessn 90 (ninety) days written notice.6.3 Eitharty (the “Terminating Party”) may terminate this Agreement

56、 by giving notice to the otherParty in accordance with Clause 6.6 if:(a) the otharty commits any material or persistent breach of any of the terms of this Agreement(whether or not such breach would otherwise qualify as a repudiatory breach at common law) which is either incapable of remedy, or, if c

57、apable of remedy is not remedied within 30 days of service of noticeby the Party not in breach requiring remedy; or(b) the otharty stops or suspends or threatens to stop or suspend payment of all or a material partof its debts or is unable to pay its debts as they fall due; orthe oththe otharty ceas

58、es or threatens to cease to carry on all or a substantial part of its business; orarty begins negotiations for, takes any proceedings concerning, proes or makes anyagreement for the deferral, rescheduling or other readjustment, general assignment of or anarrangement or comition with or for the benef

59、it of some or all of its creditors of all or substantiallyall of its debts, or for a moratorium in respect of or affecting all or substantially all of its debts; or(e) any sts taken by any(including either of the Parties) wiview to the administration,winding up or bruptcy of the other Party (and in

60、the event such step is the presen ion to acompetent court or authority of a petition or similar, provided such petition or similaris not dismissed or withdrawn within five (5) Business Days); or(f)any sts taken to enforecurity over or a distress, execution or other similar pros is leviedor served ag