Chinese Contracts

This employment contract is in the form of a letter from the employer to the employee, setting out the terms of the employment and expatriate benefits for an executive.  Suitable as a basis both for a new recruit and an existing employee who is to be posted overseas. There are two versions – English and Chinese.

There are 16 paragraphs setting out the terms of the appointment.  In addition to the usual provisions there are terms dealing with travel arrangements, accommodation, children's education and medical treatment etc.

This dual language Chinese-English Agency Agreement is suitable for use by a company or individual who wishes to act as agent for a manufacturer or supplier of goods on an exclusive basis in a defined territory.

This twelve page document contains 11 clauses covering

• definitions
• appointment and duration
• major terms of appointment
• agent’s general obligations
• orders and sales
• principal’s general obligations
• intellectual property
• termination
• non-competition
• language, governing law and resolution of disputes
• a general clause detailing assignment, subcontracting, notices and the scope of the agreement.

This version is written from the agent's point of view. You will need this document if you are a company or individual looking to act as an agent for a manufacturer or supplier of goods in China or elsewhere.

For a form favouring the supplier see our document C101 or A101.

This Agency Agreement is offered as a dual-language document in English and Chinese.

It is suitable for a principal who manufactures goods and wishes to appoint an agent on an exclusive basis in a defined territory for the sale of those goods.

This nine page document contains 12 detailed clauses covering

• definitions
• appointment and duration
• major terms of appointment
• agent’s general obligations
• orders and sales
• principal’s general obligations
• intellectual property
• termination
• non-competition
• confidentiality
• governing law, language and resolution of disputes
• a general clause detailing indemnity, assignment, subcontracting, notices, severability and the scope of the agreement.

Five Schedules are included, allowing you to define products, territory, minimum sales targets, persons to whom direct sales may be made by the principal and commission.

You need this document If you manufacture goods and want to appoint an exclusive agent for the sale of your goods.

This version is written from the principal's point of view. For a bias in favour of an agent see our document C102.

This Share sale Agreement is in two languages - English & Chinese. It is suitable for use where both Seller and Buyer are the only Shareholders in a Company and Seller wants to transfer all his shares to the Buyer so that control of the Company will pass to the Buyer.

This seven page document contains 7 clauses covering

• sale and purchase of shares
• price
• warranties
• completion
• a general clause detailing variation, the scope of the agreement, severability and assignment
• language, governing law and resolution of disputes
• shareholders’ agreement

This agreement is shorter than many such agreements because of the relationship of the parties, both of them being shareholders and represented on the board of the company.

Two Schedules are included, allowing parties to detail shares to be transferred and directors of the company.

You need this document if you are the seller or buyer in a company with one other shareholder, and you want to transfer all your shares, or have all the seller’s shares transferred to you.

This Commission Agreement is in two languages - English and Chinese. It is for use between a company and a consultant or agent where the company, which is likely to be a manufacturer or distributor, pays the consultant a commission on business introduced by the consultant.

This contract contains 8 clauses covering

• appointment
• duties of consultant
• commission
• duration
• agency
• confidentiality
• language, governing law and resolution of disputes
• a general clause detailing notices and the scope of the agreement

This is not a formal agency agreement but is more suited to a 'one-off' arrangement between someone who has good contacts in a particular area and a company wishing to sell into that area.

The consultant's duties are little more than nominal, the main purpose of the agreement being to fix the amount and payment terms for commission. The contract has a fixed but renewable duration and is subject to confidentiality, with an arbitration clause in the event of disputes.

This legal document for employing personnel comes together in two versions - English and Chinese.

The contract is for use by businesses operating in China and is prepared by reference to the Chinese labour laws. 

It contains 14 clauses dealing with such matters as job description, probation, remuneration, working conditions, confidentiality, termination and severance pay.

This manufacturing licence is in two languages - English and Chinese.

The agreement is suitable where the inventor of a product licenses a company to manufacture and sell that product in return for a licence fee and royalties on sales.

This ten page document contains 14 clauses covering

• definitions
• the licence
• duration
• fees and royalties
• records and royalty payments
• development programme and manufacture
• territory
• improvements
• confidentiality
• intellectual property
• infringement of IP rights
• termination
• language, governing law and resolution of disputes
• a general clause detailing notice, assignment, waiver and the scope of the agreement

A Schedule is included, allowing for a list of patents and trade marks.

You need this document if you are an inventor of a product, who wants to license a company to manufacture and sell your product in return for a licence fee and royalties.

This document is in two versions - English and Chinese. The supply agreement is for use where a supplier agrees to sell products or materials to a purchaser at pre-determined prices with minimum/maximum annual quantities, all sales being made against purchase orders.

This is a fairly balanced agreement between supplier and purchaser with 11 clauses over 7 pages with a number of schedules.  The clauses cover duration, quality of products, quantities and ordering procedures, delivery, risk and ownership, price and payment, termination and force majeure.

This agreement can be used for manufactured products or raw materials.

This Chinese-English representation agreement allows for an individual or company to represent another in a different territory with the aim of introducing them to new customers.

It has 12 clauses and is provided in English and Chinese together for cross-border business arrangements. The clauses include:

• representation
• commencement and duration
• duties of representative
• representative's fees and expenses
• tenders
• local participation
• relationship of parties
• confidentiality
• assignment and subcontracting
• termination
• communication and notices
• governing law and resolution of disputes

This document is useful for making arrangements to do business with Chinese counterparts.

This document is in two versions - English and Chinese.

The licence is granted by a producer of retail goods to a licensee to manufacture the goods for retail sale in a foreign country.
The company granting the licence, the licensor, provides know-how and technical support to the licensee who undertakes the manufacture and sales.

The 16 clauses plus schedule covers such matters as grant of the licence, duration and the obligations of the licensor which include provision of technical support and, in some circumstances, supply of components for manufacture, advertising literature etc. The licensee's obligations are then dealt with.

There are clauses allowing the use of the licensor's trade name for the product plus the method of calculating royalties and accounting for these. Export of goods beyond the territory of the agreement is dealt with and there are clauses covering confidentiality, termination, force majeure etc.

• interpretation
• business of the company
• capital
• profits policy
• directors, chairman, secretary
• meetings
• day to day conduct of company’s business
• bank account
• accountants and registered office
• matters requiring the consent of both shareholders
• shares
• exercise of voting rights
• non-competition
• default
• deadlock procedure
• death
• language, law & resolution of disputes
• a general clause detailing partnership, assignment, notices and ambiguity

This dual language (Chinese–English) agreement is for use where a manufacturer or supplier appoints an exclusive distributor or re-seller for the sale of its products in a defined overseas territory.

This eleven page document contains 11 clauses covering

• interpretation
• appointment of distributor
• orders for products
• prices and payment
• obligations of distributor
• obligations of principal
• patents and intellectual property
• confidentiality
• termination
• language, governing law and resolution of disputes
• a general clause detailing assignment, subcontracting, notices and the scope of the agreement.

Here the distributor buys on its own account for re-sale - unlike an agent who sells on the principal's behalf. You will need this document if you are a distributor or re-seller looking to sell a manufacturer or supplier’s products in an overseas territory.

For an agreement favouring the Principal/Manufacturer, see Document A117 or contact us if you want it in Chinese.

Agreement for manufacturing goods in China.  This is a dual language (Chinese/English) document, for use by a company (the licensor) which appoints a manufacturer in China to manufacture goods for it.  The licensor provides the designs to the manufacturer and places orders for the goods as required.  The Chinese company manufactures the goods exclusively for the licensor and is not allowed to supply them to any third party without the licensor’s consent. 

While reasonably balanced, these conditions are designed from the licensor's perspective.

This 13 page document contains 21 clauses covering
• Interpretation/Definitions
• Licence & Appointment
• Duration
• Obligations of Licensor
• Obligations of Licensee
• Intellectual Property
• Orders for Goods
• Manufacture of Goods
• Inspection & Testing
• Delivery
• Rejection
• Warranty & Indemnity
• Prices & Payment
• Variations
• Confidentiality
• Termination
• Force Majeure
• Assignment & Subcontracting
• Notices
• Entire Agreement
• Language, law & Resolution of Disputes
 

This is a dual language (Chinese/English) document, for use by a company when placing orders for goods and equipment.

While reasonably balanced, these conditions are designed from the purchaser's perspective and are intended for general use by a company when placing orders for goods and equipment.

This seven page document contains 16 clauses covering

• definitions
• acceptance of order
• quality and description
• inspection and testing
• delivery
• rejection
• warranty
• payment
• variations
• installation and services
• risk and property
• indemnity
• force majeure
• assignment and subcontracting
• language, governing law and resolution of disputes
• a general clause detailing notice, amendment and waiver

The terms and conditions, once finalised, would become a standard printed document for use by a purchasing department.

You need this document if you are a buyer placing orders for goods or equipment, and want certainty about the terms of your agreement.

This article gives you some tips on doing business in China if you are new to the country. It is written by Xie Rong, a Chinese lawyer. She is a member of the ContractStore legal team who, after several years in a Chinese law firm, has been  based in the UK in recent years.