silly英文合同的结构与主要条款

2021年1月21日发(作者：ultras)

英文合同的结构与主要条款





标准通常可以分为前言
(Preamble)
、正文
(Habendum)
、 证
明部分
(Attestation)
、附录
(Schedule)
四大部分组成。




1.
前言
(Preamble)
部分




前言部分主要有如下内容：




(1)
指明签约双
(
各
)
方




例
1
：




This
JOINT
VENTURE
AGREEMENT
(
AGREEMENT
)
is
made
as
of
June
3,
1998,
by
and
between
E*TRADE
GROUP
,
INC.,
a
Delaware
corporation
(
E*TRADE
),
and
SOFTBANK
1

CORP
.,
a
Japanese
corporation
(
SOFTBANK
).
E*TRADE
and
SOFTBANK
are
hereunder
also
referred
to
collectively
as
the
PARTIES and individually as a PARTY.




例
2
：




THIS
DEVELOPMENT
AND
SUPPLY
AGREEMENT
(the
Agreement ) is entered into and is effective as of June 30, 1995
(the Effective Date ), by and between JetFax, Inc., a corporation
duly organized and existing under the laws of Delaware, U.S.A.
with its principal place of business at 1376 Willow Road, Menlo
Park,
California
94025
(
JetFax
),
and
Samsung
Electronics
Corporation, a corporation duly organized and existing under
the laws of the Republic of Korea, having its principal place of
business
at
20th
Floor,
Severance
Building,
84-11,
5-Ka,
Namdaemoon-Ro, Chung-Ku, Seoul, Korea ( Samsung ).



(2)
鉴于
(Whereas)
、

叙述
(Recital)
或

背景
(Background)
部分

2




该部分主要是介绍合同的相关情况，具体有如下内容：




a)
合同双
(
各
)
方的背景情况介绍，如各方所从事的行业：




例
1
：




AMD
engages
through
its
Communication
Products
Division ( CPD ) in the design, development, manufacture and
sale
of
telecommunication
products
for
public
communications
infrastructure
systems,
customer
premise
equipment and cordless telephony applications.



b)
合同目的




例
1
：

3




The
Parties
desire
to
form
a
joint
venture
to
provide
online securities trading services to residents of Japan on the
terms and subject to the conditions set forth herein.



例
2
：




The
parties
intend
to
share
revenues
generated
by
the
Health
Category,
as
well
as
revenues
generated
by
similar
activities conducted by McKesson using the AvantGo software
on behalf of McKesson's customers, but do not intend to share
revenues arising from the operations of their respective core
businesses.



c)
合同的背景情况




例
1
：

4




This
Agreement
is
being
executed
and
delivered
simultaneously
with
the
execution
and
delivery
of
the
Agreement and Plan of Merger dated December 13, 1999 (the
Merger Agreement ) among Union Oil, the Company, Sub and
Titan.



例
2
：




Pursuant
to
a
Stockholders
Agreement
entered
into
simultaneously
with
the
execution
and
delivery
of
this
Agreement, Union Oil will have the right to nominate certain
persons ( Designees ) to serve on the board of directors of the
Company following the Merger. Certain of the Designees may
be
directors
of
or
employed
by
Union
Oil
or
companies
in
which Union Oil has an interest, other than the Company and
its subsidiaries.


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