推荐第1篇：英文佣金协议
COMMISSIONAGREEMENT
DATE :C/NO :
Inv.No:
PART A:
PART B:
BOTH OF THE 2 COMPANIES ( PART A AND PART B) AGREED
TO PAY THE COMMISSION FOR THE BUSINESS BETWEEN THEM AS FOLLOWS:
1.BUSINESS ITEMS:
PRODUCTS:FABRIC
QUANTITY:76000M(CONTRACT)
PRICE:FOB USD7.45/M ECT.
AMOUNT: USD593,500.00(CONTRACT)
AMOUNT: USD531,622.55(ACTUALLY)
2.COMMISSION ITEMS:
COMMISSION: FOR THE TOTAL AMOUNT .
COMMISSION AMOUNT: USD21,124.70
3.PAYMENT ITEMS:
PART A SHOULD PAY THE COMMISSION BY T/T .
Confirmed By:
PART A:PART B:
COMMISSIONAGREEMENT
DATE :C/NO :
Inv.No:
PART A:
PART B:
BOTH OF THE 2 COMPANIES ( PART A AND PART B) AGREED TO PAY THE COMMISSION FOR THE BUSINESS BETWEEN THEM AS FOLLOWS:
3.BUSINESS ITEMS:
PRODUCTS:MEN’S SUITS
QUANTITY:2877UNDS
PRICE:FOB EUR40.60/UNIT
AMOUNT: EURO116,806.20
4.COMMISSION ITEMS:
COMMISSION: FOR THE TOTAL AMOUNT .
COMMISSION AMOUNT: USD5700.00
3.PAYMENT ITEMS:
PART A SHOULD PAY THE COMMISSION BY T/T .
Confirmed By:
PART A:PART B:
推荐第2篇：英文佣金协议
COMMISSION AGREEMENT
DATE :
C/NO :
Inv.No:
PART A:
PART B:
BOTH OF THE 2 COMPANIES ( PART A AND PART B) AGREED TO PAY THE COMMISSION FOR THE BUSINESS BETWEEN THEM AS FOLLOWS: 1.BUSINESS ITEMS: PRODUCTS:FABRIC QUANTITY:76000M(CONTRACT) PRICE:FOB USD7.45/M ECT.AMOUNT: USD593,500.00(CONTRACT) AMOUNT: USD531,622.55(ACTUALLY) 2.COMMISSION ITEMS:
COMMISSION: FOR THE TOTAL AMOUNT . COMMISSION AMOUNT: USD21,124.70 3.PAYMENT ITEMS:
PART A SHOULD PAY THE COMMISSION BY T/T .Confirmed By:
PART A:
PART B:
COMMISSION AGREEMENT
DATE :
C/NO :
Inv.No:
PART A:
PART B:
BOTH OF THE 2 COMPANIES ( PART A AND PART B) AGREED TO PAY THE COMMISSION FOR THE BUSINESS BETWEEN THEM AS FOLLOWS:
3.BUSINESS ITEMS: PRODUCTS:MEN’S SUITS QUANTITY:2877UNDS PRICE:FOB EUR40.60/UNIT AMOUNT: EURO116,806.20 4.COMMISSION ITEMS:
COMMISSION: FOR THE TOTAL AMOUNT . COMMISSION AMOUNT: USD5700.00 3.PAYMENT ITEMS:
PART A SHOULD PAY THE COMMISSION BY T/T .Confirmed By:
PART A:
PART B:
推荐第3篇：安全协议英文
• Eavesdropping（窃听）
An Eavesdropping attack only paively observe meages.
• Modification（篡改）
A Modification attack alters or replaces some meages.
• Replay / Preplay （重放）
The attacker sends a meage that it has observed as part of the protocol run.
• Man-in-the-Middle（中间人）
In a Man-in-the-Middle attack the attacker gets in the middle of a real run of a protocol.• Reflection（反射）
Reflection attacks are a kind of replay attack that use a protocol against itself.
• Denial of Service（拒绝服务）
A DoS attack tries to use up all of a severs CPU or memory by making 1,000,000s of requests.
• Typing Attack（类型攻击）
In a typing attack the attacker paes off one type of meage as being another.
• Cryptanalysis（密码分析）
• Cryptanalysis is the study of methods for obtaining the meaning of encrypted
information, without acce to the secret information which is normally required to do so.
• certificate manipulation （证书操纵）
modification of the certificate
• protocol interaction （协议交互）
using a new protocol to interact with a known protocol
Zero-knowledge proof （零知识证明）
• A zero-knowledge proof is a way that a “prover” can prove poeion of a certain piece
of information to a “verifier” without revealing it.
• Selective Disclosure（选择性泄露）
（密钥传输）A key transport protocol or mechanism is a key establishment technique where one party creates or obtains a secret key, and then securely transfers it to the other(s)
（密钥协商）A key agreement protocol or mechanism is a key establishment technique in which a shared secret key is derived by two (or more) parties as a function of information contributed by, or aociated with, each of these, (ideally) such that no party can predetermine the resulting value.
******************************概念比较*************************************** 重放与反射
比特承诺与抛币：类似于比特承诺，但承诺是随机的。
群签与环签：P146
Kerboros认证P61
批签名
• （比特承诺）In cryptography, a commitment scheme allows one to commit to a value
while keeping it hidden, with the ability to reveal the committed value later.
推荐第4篇：NDA英文协议
AGREEMENT FOR DISCLOSURE OF CONFIDENTIAL
INFORMATION
THIS AGREEMENT MADE27th, Oct of 2006
BETWEEN(hereinafter referred to as “”)
AND
having a place of busine at
(hereinafter referred to as “JUNDE”)
WHEREASAVANTRONICS and ………JUNDE…………………………
(hereinafter collectively referred to as the Parties) have agreed to discu poible collaboration on programmes relating to Bluetooth Products and Technologies.
AND WHEREASThe Parties wish to exchange information which may be of proprietary or confidential nature for the purposes of such poible collaboration.
NOW THEREFORE IT IS AGREED AS FOLLOWS THAT:
1.The RECEIVING PARTY shall hold in confidence all information and ideas of any kind relating to such poible collaboration (hereinafter referred to as “Confidential Information”) disclosed to it by the DISCLOSING PARTY, which are identified at time of disclosure as being confidential.
2.The RECEIVING PARTY undertakes to apply to all Confidential Information disclosed in accordance with the provisions of this Agreement the same degree of care with which it treats and protects its own proprietary information against public disclosure.All such information and ideas shall not be disclosed to any third party without the written consent of the DISCLOSING PARTY.
3.The RECEIVING PARTY undertakes to restrict its use of Confidential Information to work performed in conjunction with the DISCLOSING PARTY related to such poible collaboration and to ensure that diemination of Confidential Information within its own organisation is on a strict “need to know” basis.
4.The RECEIVING PARTY acknowledges that Confidential Information contains proprietary information of the DISCLOSING PARTY and that unauthorised disclosure could cause unneceary commercial lo to the DISCLOSING PARTY.
5.For the purposes of this Agreement information and ideas shall not be considered to be Confidential Information if such information and ideas are:
(a) in or pa into the public domain other than by breach of this Agreement, or
(b) are known to the RECEIVING PARTY prior to disclosure by the DISCLOSING PARTY, or (c) disclosed to the RECEIVING PARTY without restriction by a third party having the full right to disclose, or
(d) is independently developed by an employee of the RECEIVING PARTY to whom no disclosure of Confidential Information has been made.
6.The obligations hereto relating to confidentiality and use of information and ideas shall survive the termination of this Agreement for a period of three (3) years.
7.The RECEIVING PARTY shall not aign or transfer any of its rights or obligations hereunder without the prior written consent of the DISCLOSING PARTY.
8.Nothing in this Agreement shall be deemed to grant a license directly or by implication under any registered design, patent, copyright, trade secret or patent application.
9.This Agreement will automatically terminate one year from the date hereof unle extended by mutual consent of the parties in writing provided, however, that no such termination shall serve to release the RECEIVING PARTY from its obligations as to confidentiality and use which shall remain in force in accordance with the provisions hereto.
10.In the event of such termination the RECEIVING PARTY undertakes to return to the DISCLOSING PARTY all documents and copies of the Confidential Information disclosed in accordance with the terms and conditions of this Agreement.
11.This Agreement constitutes the entire understanding between the Parties related to the protection of Confidential Information disclosed hereunder and supersedes all prior and collateral communications, reports and understanding between the Parties hereto relating to Confidential Information.
12.This Agreement will be governed by and interpreted in accordance with the Laws of Hong Kong and will be subject to the jurisdiction of the Courts of Hong Kong.
Signed for and on behalf ofSigned for and on behalf ofAVAONICS Limited
SHENZHEN Jn INDUSTRYSignature .....….........Print Name …XU DE ..........Title……PRESIDENT…… Signature ............Print Name :………………………Title : …………………………..
推荐第5篇：修理协议英文
Repair Agreement
Agreement No.：
DATE：2010-09-06
PARTY A: SHANGHAI SHENGYANG FLUID EQUIPMENT CO.,LTD
PARTY B：THYSSENKRUPP MATERIALS VIETNAM LLC
PARTY B buy the goods from PARTY A and find some quality problems as follows: The surface is rough,not good, To cause inconvenience to customer when used products, repair method as that: the surface spray sand,return the pipe, free repair within two months.After repair, product appearance intact, tested using no problem, then.Specific as follows：
1.Faultcause
The surface is rough,not good
2.Reproceedproducts Name quantity and Amount
Stainle steel tube、177PCS、USD 5299.38
3.Delivery Time
Within two moths
4.Charge:
Maintenance costs, and should be borne by sellers
5.Quality requirements, technical standards
Good appearance, spray sand。
6.For repair items of the sellers is responsible for conditions, the acceptance criteria
To ensure product quality, not in use.
This is reached agreement
PARTY B：THYSSENKRUPP MATERIALS VIETNAM LLC
SIGN&STAMP
PARTY A：SHANGHAI SHENGYANG FLUID EQUIPMENT CO.,LTD
SIGN&STAMP
推荐第6篇：就业协议英文
EMPLOYMENT AGREEMENT
This Agreement, made and entered into this (○○Date ○○Month ○○Year) by and between (○○○), a corporation duly organized and existing under the laws of (the Republic of Korea), having its principal office at (○○○○) (hereinafter referred to as \"Employer\") and (○○○) (○○○), residing in (○○○○) (hereinafter referred to as \"Employee\").
Article1【 Employment 】
1.1 Employer hereby employs Employee and Employee hereby accepts employment upon the terms and conditions hereinafter set forth. 1.2 Employee represents that Employee is free to enter into this Agreement and to comply with all conditions contained in this Agreement.Article2【 Services & Duties of Employee 】
2.1 Employee shall perform all duties incident to his employment and devote his best efforts neceary to the busine of Employer. 2.2 Employee shall work exclusively for Employer and shall not engage in any busine activities in competition with Employer\'s busine.This clause shall survive and continue in full force and effect for succeive ○○○years after the termination or expiration of this Agreement for any reason whatsoever. 2.3 Employee shall not disclose any busine, financial, technical or other information of Employer of confidential nature to any other person, party or entity.This clause shall survive and continue in full force and effect for succeive ○○○years after the termination or expiration of this Agreement for any reason whatsoever. 2.4 Employee shall observe all regulations, rules, directions and instructions of Employer during the life of this Agreement.Article3【 Working time 】
3.1 Working time shall be on week days from ○○○a.m to ○○○p.m.The limit of working hours can be changed and extended by mutual agreement. 3.2 Working time can be changed by mutual agreement.Article4【 Holidays and Vacation 】
4.1 Employee shall have all local official holidays according to local labour law. 4.2 Employee shall be entitled each year to vacation of ○○○days, the period of which may be divided at Employer\'s discretion.Article5【 Probation Period 】
5.1 Employer will exercise ○○○months probation period from the first working day. 5.2 During or at the end of this probation period, Employer reserves the right to evaluate the Employee and to terminate this Agreement with prior notice and Employee also has same right to leave with prior notice.
Article6【 Compensation 】 6.1 Employer shall pay ○○○per month as monthly wage to Employee at the ○○○th day of each month for any and all services rendered by Employee.During the probationary period, unle otherwise specially agreed between the parties, Employer will pay ○○○per month as monthly wage to Employee. 6.2 Employer may pay bonus(○○○% of one month salary and applicable from Employee\'s ○○○working year) to the Employee at the end of each calendar year, but payment of the bonus will be decided entirely at the discretion of the Employer and according to Employee\'s service performance. 6.3 Retirement gratuity system will be managed according to the Social Security Law of.○○○
6.4 Any government taxes and related expenses which are required by law shall be borne by Employee and be deducted from the Employee\'s monthly salary. 6.5 Employee has no right to claim any other compensation whatsoever than those exprely described in this Agreement.Article7【 Relationship between the parties 】
The relationship between the parties is that of employer and employee.Employee is not authorized to make contracts, iue guarantees, make commitment or do any other act which will bind, obligate or render Employer liable to any person, firm or corporation in any manner without the prior written approval of Employer in each instance.Article8【 Term 】
8.1 This Agreement shall become effective on (○○Date ○○Month ○○Year) and shall thereafter continue in full force and effect for a period of ○○○year. 8.2 This Agreement will be automatically extended for succeive ○○○year unle otherwise either party gives written notice to terminate at least ○○○month prior to the expiration of the term of the Agreement.Article9【 Termination 】
9.1 This Agreement may be terminated by either party by giving ○○○month prior written notice, should the other party at any time breach any term or condition of this Agreement. 9.2 During the term of this Agreement, the Employer reserves the rights to terminate this Agreement by giving ○○○month prior written notice at any time when Employer determines that Employee has become unable to perform effectively his duties hereunder because of any physical or mental condition. 9.3 Such termination shall not affect any rights and obligations which have accrued to either party up to the date of such termination.Article10【 Damage 】
10.1 Employee shall indemnify and save harmle the Employer from any damages which the Employer may sustain, in any manner through the misconduct or negligence of Employee. 10.2 Employee shall be responsible for all compensation for any property damage or monetary lo caused by Employee and, if neceary, Employer can subtract the sum for compensation from Employee\'s compensation.Article11【 Aignment 】
This Agreement is personal in its character, and any attempt by either party to aign or transfer the same without the prior written consent of the other party shall be null and void and shall constitute a breach hereof.Article12【 Entire Agreement 】
This Agreement sets forth the entire understanding between the parties relating to the subjects contained herein and merges all prior discuions between them.No oral explanation or oral information by either party hereto shall alter the meaning or interpretation of this Agreement.No modification, alteration, addition or change in the terms hereof shall be binding on either party hereto unle reduced to writing and duly executed by an authorized officer of each party.Article13【 Settlement of Dispute and Governing Law 】
13.1 This Agreement shall be interpreted and governed by the laws of ○○○. 13.2 All disputes, controversies, or differences which may arise between the parties, out of or in relation to or in connection with this Contract, or for the breach thereof, shall be finally settled by arbitration in Seoul, Korea in accordance with the Arbitration Rules of the Korean Commercial Arbitration Board.The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement in two counterparts, each of which may be considered as original, as of the date first here above written.
Employer
Addre :
Name :
Phone :
Employee
Addre :
Name :
Phone :
推荐第7篇：广告协议英文
Advertising Agreement
PART A: General Terms and Provisions
This Advertising Insertion Order (\"Agreement\") is a contract between Advertiser and OOO.com and hereafter referred to as \"OOO\", for the placement of Advertiser\'s advertisement(s) on the Website.All contracts are approved and accepted in the jurisdiction of British Columbia, Canada.By signing \"I have read and agree to the terms\" of this Agreement, and for good and sufficient consideration, receipt of which is hereby acknowledged, Advertiser makes the following warranties and representations to OOO and its licensors, licensees, succeors and aigns, and agrees to be strictly bound by the following general terms and provisions.
1.Advertiser\'s Aurances.Advertiser hereby represents and warrants that Advertiser (a) is 18 years of age or older; (b) has read, understood, and agrees to be bound by all terms of this Agreement, front and back; and (c) owns, controls and is duly authorized to grant the rights and permiions which are granted below.
2.Advertiser Content.Advertiser hereby warrants and represents that all words, images, sounds and/or other matter provided by Advertiser for use in connection with Advertiser\'s advertisements on the Website (\"Advertiser Content\") are owned wholly and solely by Advertiser, are lawful, accurate and authentic, depict the name (whether given or aumed), image, likene, voice, signature, personality or other characteristics of Advertiser only and no other person, and may be freely used without risk of liability for any purpose contemplated under this Agreement, including but not limited to liability for obscenity, defamation, invasion of privacy, infringement of copyright, trademark, or right of publicity, or otherwise.
3.Advertising Guidelines.Advertiser represents, warrants, acknowledges and agrees as follows: (a) OOO do not engage in, or provide advertising for any illegal activities of any kind, including but not limited to solicitation of prostitution and/or prostitution; (b) OOO shall enjoy the right to rescind this Agreement and remove Advertiser\'s advertising from the Website without refund or further obligation in the event that OOO determines that Advertiser is in breach of any term of this Agreement or the OOO Advertising Guidelines, including but not limited to a determination that Advertiser has used the advertising in connection with any illegal activities of any kind.
4.Advertising Policies.All contracts and advertising subscriptions are deemed as transacted in the Province of British Columbia, Canada.Advertiser acknowledges and agrees as follows: OOO enjoys the right to decline or remove Advertiser\'s advertisement(s), or any portion thereof, from the Website if, in the sole discretion of OOO, Advertiser\'s advertisement(s) is in violation of the OOO Advertising Guidelines or is deemed otherwise inappropriate.
6.Arbitration.If any dispute shall arise between Advertiser and OOO regarding any aspect of this Agreement, such disputes shall be referred to binding private arbitration in the Province of British Columbia, Canada, and any arbitration award shall be fully enforceable as a judgment in any court of competent jurisdiction.
Picture Agreement
For and in consideration of my advertising with OOO, I hereby grant to you, your aigns, licensees and legal representatives, and their aigns and licensees, including, without limitation, those for whom you are acting, and those acting with your authority and permiion, the absolute and irrevocable right and permiion to copyright and use, all photographs of me or in which I may be included, whether in whole or in part, through my mutual consent.This grant shall also include the right to change or alter, from time to time, all such photographs, for the purpose of advertising both in print and on the Internet.
I hereby warrant and represent that I am of full age, 18 years or older, and have every right to contract in my own name with respect to the above.I hereby also warrant and represent that the pictures are that of myself and at the time of the picture I was fully over the age of 18 years, and have every right to contract in my own name with respect to the above
I further represent that I have read this release and the terms thereof, prior to its execution and that I am fully familiar with the contents thereof. OOO: by________________________________________________ ENTERTAINER: Legal Name ________________________________________ (please print) OOO Escort Name __________________________________ (please print) Legal Signature _____________________________________ OOO City / Phone Number ____________________________ (please print)
PART B: Advertising Information
Please print when filling out the form.
Name: (The name you wish it advertise with)
City: The city you will be based in.(please circle one)
New York Los Angeles San Francisco Las Vegas Denver Seattle
Chicago Dallas Boston Miami Toronto Vancouver
Categories: The category you would like to list your ad in.(please circle one):
Blonde Brunette Redhead Fetish
Description: You get 25 words so make them memorable!
Contact information: We require either a phone number and/or an email addre as valid pieces of contact information for your ad.We will be more than happy to also include a link to your website on your ad; all we ask is that you place our banner on your website!
Phone: (optional)
Email: (optional)
Website: (optional)
Photos: The photos you would like to use on your ad.You can email your photos to photos@OOO.com, or send in physical copies with this advertising agreement.If you decide to email your photos please include your Escort Name and City in the subject line of the email.
PLEASE SEND BOTH COMPLETED PAGES AND PAYMENT TO: OOO.com
000 - 000 Blundell Rd.Suite #000 Richmond, BC V6Y 1K3
ONLY PAYMENT METHODS ACCEPTED: MONEY ORDER AND CASH
PLEASE MAKE MONEY ORDERS OUT TO: DAVE MACDONALD
推荐第8篇：英文还款协议范本
Repayment Agreement
____________(hereinafter referred to as “Party A”)
Addre:
Legal representative:
__________________(hereinafter referred to as “Party B”)
Addre:
Legal representative:
Whereas:
Party A and Party B signed a “____________contract”(nr: _______) on __________(date).The term of the distribution contract started from __________ and ended on __________.Party A shall supply _________ according to its obligation under the contract and Party B shall pay Party A the amount of the contact.By the date of this repayment agreement, Party B still owes Party A the amount of the contract of ________________(RMB______)
NOW, THEREFORE, based on the foregoing and in consideration of the mutual promises and covenants contained herein, the adequacy of which is hereby acknowledged, the parties agree as follows:
Article 1 Parties hereby recognize that Party B shall pay Party A _______________, the total amount of the contract that it owed to Party A.
Article 2 Party A and Party B hereby agrees as follows through negotiation: During the period from _____________, in total _______ months, Party B shall pay the amount it owes to Party A.Party B shall pay 10% of the total amount every month namely
______________per month.Party B shall pay the installment before the end of every month.Party B will provide the evidence of payment to Party A within ______working days after anyone of the installment is due, and Party A will justify this fact.
Article 3 Compulsory enforcement
4.Party A is entitled to apply for the compulsory enforcement from the court of competent jurisdiction according to this agreement herein which is compulsory enforceable
and the enforcement certification.
the eligible busine license(duplicate) by annual inspection
(1) letter of authorization /POA power of attorney
(2) the application forcompulsory enforcement.
(3) the written documents of Party B’s performance(the repayment status of Party
B including the already paid/unpaid amount of the debt.)
(4) the hereby agreement which is compulsory enforceable by notary.
(5) The notification of performance by Party A to Party B under the monitor of th
e notary.
(6) Other eential documents.
6.Party B undertakes to be enforced with all of its aets including but not limited to the following:
Any breach of provisions hereof shall constitute the material breach of this Agreement.Without prejudice to the relief measures that Party A is entitled to all remedial measures under the related agreement or laws, Party A is entitled to unilaterally take some or all of the following measures if Party B acts in breach of provisions of this Agreement:
the eligible busine license(duplicate) by annual inspection;
the financial statements, including but not limited the latest one;
the written documents of Party B’s performance(the repayment status of Party B including the already paid/unpaid amount of the debt.);
(7) Other eential documents.
All past-due principal and/or interest shall bear interest at the leer of the highest rate for which the undersigned may legally contract or the rate of 18% per annum (the \"Default Rate\"), and such Default Rate shall continue to apply following a judgment in favor of Party A under this Agreement.If Party B fails to ke any payment or installment due under this Agreement within five days of its due date, the unpaid amount will be considered overdue and Party B shall pay to Party A in addition to any other sum dueunder this Agreement or any other agreementa late charge equal to 10% of such past-due payment or installment.
(i) Party A is entitled toto declare all payments due under immediately du
e and payable and the right to recover all fees and expenses (including r
easonable attorney fees) in connection with the collection or enforcement thereof, which fees and expenses shall constitute additional Obligations of Party B hereunder;
(ii) should Party B in any respect fail to perform the said payment obligations
contained in the Agreement or commits any breach thereof, require Party Bto take whatever steps as may be neceary to achieve performance of the obligation thereof, in accordance with terms of the Agreement.
Article 4Confidentiality
Any party of this agreement shall not disclose the relevant matter to any third Party Before the accomplishment of the foregoing transaction without the consent of the otherparty unle specifically set forth by the relevant rules and regulations of PRC, the article of company or any other agreement reached by both parties in writing.
Article 6 Dispute Settlement
Both parties agree that any dispute arising out or relating to this agreement shall be settled in the court of competent jurisdiction.
Article 7 Miscellaneous
1.This agreement will come into effect
3.IN WITNESS WHEREOF, the present Agreement is made in two (3) originals with each party holding one original and keep one in ____(name) the office of public notary as the memorandum.
Party A: ____________ (chop)
Legal representative or authorized representative:____(signature)
Party B: ______________ (chop)
Legal representative or authorized representative :____(signature)
推荐第9篇：英文招商合作协议
March …,2007
Cooperation Agreement on Introducing Projects to
Nanjing Jiangning Binjiang Economic Development Zone Party A: China Nanjing Jiangning BinJiang Investment Development
Co.Ltd.(Hereinafter referred to as Party A)
Party B: (Hereinafter referred
to as Party B)
After friendly negotiations, Party A and Party B have reached the agreement on project introducing cooperation as follows:
1.Party A shall insure the clearance of water feeding and entering, sewage
disposal, road, power, telecommunication, and smooth of planning red line, and shall aist the projects introduced by Party B to go through relevant formalities of project examination and approval, busine license, taxation registration and account opening.
2.Party A shall provide the projects introduced by Party B with
competitive land price, and shall guarantee the projects to enjoy the privilege of choosing spot land of the development zone.
3.The project introduced by Party B shall satisfy the general planning
requirements of Party A.All the projects entering into the zone shall be the projects allowed by the State, make relatively good economic benefit and satisfy requirements on environmental protection.Otherwise, Party
A shall have the power to refuse the entry of Party B’s projects that do not satisfy the requirements on environmental protection.
4.The project introduced by Party B shall sign the investment agreement
with Party A before entering the development zone.
5.All the projects Party B may introduce shall be registered and taxed
within Nanjing jiangning Binjiang Economic development zone.
6.Party B shall be rewarded for its project at the ratio of 0.2%~0.5% of the
actually realized foreign investment of the project.For project of which
total investment is le than USD 10 million (including 10 million),
Party B shall be rewarded at the ratio of 0.2% of the actually realized
foreign investment.If the total investment is more than USD 10 million
but le than USD 30 million (including 10 million), 0.3% of the
actually realized foreign investment shall be rewarded.Total investment
more than USD 30 million but le than USD 100 million, 0.4% shall be
rewarded.Total investment exceeds USD 100 million (including 100
million), 0.5% shall be rewarded.
7.This Agreement, after its being signed by the parties concerned, shall
remain in force for...years.
8.Any matter not contemplated herein shall be determined by both parties
hereto upon mutual agreement by way of supplementary agreement.
9.Any objection or dispute over fulfillment of this Agreement shall be
solved upon consultation of both parties.All dispute, if unsettled, shall
be referred to Nanjing Arbitration Commiion for arbitration.
10.This Agreement shall be signed in four copies and each party shall have
two copies.This Agreement shall be effective as from the date when
both parties have signed and sealed it.
Party A: China Nanjing Jiangning BinJiang Investment Development Co.
Ltd.
Representative of Party A:
Party B:Representative of Party B:
推荐第10篇：英文租房协议(原创)
LEASE AGREEMENT
This Agreementis made and goes into effect through friendly negotiations by and between the parties concerned on the basis of equality and mutual benefit as of the of signature of the last party to sign (the “Effective Date”)i.e.on the day of , 2011
by and between:
(hereinafter “Party A” or “Leor”); and
, referred to as the LESSEE of the PART B.
(Expreion “LESSOR” and “LESSEE” wherever the context so permit shall always mean and include their respective heirs, succeors legal representative and aignees).
WHEREAS the LESSOR is the, consisting of 1 Bedroom with bath, 1 study room, 1 Lounge, 1 Kitchen,1 guest wash room together with fixtures and fitting (hereinafter collectively called the DEMISED PREMISES).
AND WHEREAS the LESSOR has agreed the lease and the LESSEE has agreed to take on lease the DEMISED PREMISES on the terms and condition as given below:
1.The LESSOR lets LESSEE takes the DEMISSED PREMISES for a period of 12 months commencing from 8th June 2011.The Lease is renewable for a further period as may be mutually agreed in writing on expiry of the lease
period.
2.The rent of the DEMISED PREMISES shall be ￥2,200( Two Thousand and Two hundred Chinese Yuan Only) per month
3.It is hereby agreed between the parties that the LESSEE shall pay the monthly rent ￥(Chinese Yuan Two Thousand and Two hundred Only) as the monthly rental advance by 10th of each calendar month by transferring the same amount to’s ICBC account No.(Accountname:).
THE LESSOR HEREBY CONVENANTS WITH THE LESSEE AS FOLLOWING:-
1.The LESSEE shall not at any time during the terms, without the consent in writing of the LESSOR, pull down, damages or make any structure alterations to the DEMISED PREMESES provided.The LESSEE shall have right to install any fixtures and fittings in the DEMISED PREMESES, to detach and repoe the same subject to the restoration of the DEMISED PREMESES to their
original state at his cost (reasonable wear and tear excepted) on the expiry of this lease or any renewal hereof.
2.To use the DEMISES PREMISES for residential and teaching action purpose and would not be used for any other commercial purposes.
3.Not to sublet the whole or any part of the premises.
4.To pay regularly the bills for Management fee, Electricity, Gas, Water and Telephone charges in respect of the DEMISED PREMISES.In case of
disconnection of any facility due to non-payment, LESSEE will be responsible to get them restored and pay the same.All dues must be cleared before the expiry of the LEASE.
5.The LESSEE shall keep and maintain the said premises, the electrical apparatus’ and the furniture in good and tenantable conditions during the tenure of the lease.
THE LESSOR HEREBY CONVENANTS WITH THE LESSEE AS FOLLOWING:-
1.To pay all existing and future rate, taxes aements and other charges of a public nature whether impose by the Municipality, Government or any other authority in respect of DEMISED PREMISES.
2.IT IS HEREBY DECLEAR AND MUTURALLY AGREED BETWEEN THE LESSOR AND LESSEE ANS FOLLWING:
3.The LESSEE and the LESSOR shall have the right and option to terminate this Lease at any time only after the expiry of the lease period i.e., 12 months, provided they give ONE (1) month notice in advance to either of the parties.
4.The meter reading of various utilities are as given below:
UTILITY METER NUMBER TODAY’S READING
a) ELECRICITY ———————— ————————
b) GAS ———————— ————————
c) WATER ———————— ————————
5.The Electrical apparatus& furniture are listed below:
a) 3 Air conditioners(1 Lobby AC, 2 Through the Wall AC)
b) 1 bed
c) 1 4-door chest
d) 1 dreer
e) 2 bed stand
f) 1 TCL 34” TV
g) 2 DVDs
h) 1 Set of Sofa
i) 1 tea table
j)
k)
l)
m)
n)
o)
p)
q)
r)
s)
t) 1 round table with 2 wheel chairs 1 dining table with 4 chairs 1 shoes’ cabinet 1 computer desktop with wheel chair 1 chest in study room 1 fixed bicycle 1 Haier large size Full-automation washing machine and 1 Haier small size Full-automation washing machine 1 Panasonic refrigerator A Micro-wave oven 1 Media cleaner 1 water dispenser
6.That the LESSEE has also agreed with the LESSOR for an increase in rent by 7 % per annum, the rent would be enhanced to ￥2350( Chinese Yuan Two Thousand and Three Hundred Fifty Only) from 8th June, 2011 till 7th June,2011.If the LESSOR agrees with the rent increase, the lease will be automatically extended for 1 year, no new agreement need to be signed.If the price increase is not granted bythe leor, the leor and the leee has to discu on new agreement or terminate the agreement.
WHEREOF THE PARTIES hereto have executed these presents on the day above written.
LESSOR:__________________________
NIC NO._______________________
LESSEE__________________________
USA paport no.___________________
第11篇：英文退运协议
Returned agreement
PartyA: FAO TRADING AND DISTRIBUTION CO.,LTD B: QINGDAO RUITIAN CLOTHING CO.,LTD
Party in the APRIL.30, 2009 export the cargo to A (korea) , (Name: cotton woven girl’s pants, the quantitys were 3479pcs, the amount was USD20004.25.as because of quanlity of the goods.Is to return Number: 204EA, weight 170.00KG, the amount of USD1179.63) Party as a result of non-performing products, the impact on B sales.Now the two sides reached an agreement to return the product, Party A to be done before the new product exports.
Party A:B:
December 8, 2008
第12篇：英文婚礼摄影协议Wedding_Photography_Contract
Wedding Photography Contract
This contract is an agreement between {Photographer}, hereafter known as “Photographer,” and {Client}, hereafter known as “Client.” By signing this agreement, both parties agree to all terms set forth below.A signed copy of this agreement will be retained by the photographer and will be provided to the client.
Services
The services provided to the client will be as follows: {List services}.This will occur between {start time} and {end time}.The client agrees to aist in organizing participants in poses and otherwise facilitating the photographer’s job.Without this cooperation, the photographer cannot guarantee that the desired product can be provided.
While the photographer will consider the client’s input on desired shots and appearance, the photographer will execute the final artistic decision.This includes color balance choices, orientation, and poses.The payment received includes an artistic consultation in which these iues will be discued, to be provided {date}.
Payment and Liability
Payment will be in the amount of {Payment}.This includes {list photograph package inclusions}.Additional images may be purchased for {additional print rate}.A disk containing the images will be provided to the client at {specify charge, if any, and if images will be watermarked or low-resolution}
A deposit of {deposit} is due at the time of signing.This deposit is not refundable in case of cancellation of the event.If the photographer must cancel the event, the deposit will be fully refunded within {time}.The full amount of payment will be due {due date}.
The client agrees to indemnify the photographer from any suit or legal action.This includes action arising from violation of copyright laws during the event, as it is the client’s responsibility to obtain copyright clearance.Likewise, it is agreed that it is the client’s responsibility to obtain permiion from all guests to be photographed.The client will be responsible for all expenses and legal fees arising from this type of action.
In the very rare case of lo of images, the total amount of liability will be the amount paid to the photographer.No additional damages may be sought.
Special Conditions
In addition to the above provisions, the following special conditions will apply: {List special conditions, such as food provided, transportation, clothing to be worn, or expense reimbursement}.It is also understood that the services provided will include {list special inclusions, such as a shot of all children, the dre, or wedding preparation photography}.
(Client Signature)
(Photographer Signature)
(Date)(Date)
第13篇：寄售协议（附英文译本）
_________公司，注册地在中国上海_________（以下称寄售人），与_________公司，注册地在_________（以下称代售人），按下列条款签订本协议：1．寄售人将不断地把_________（货物）运交给代售人代售。货物价格为市场cif市价，约隔90天运交一次。
2．代售人在征得寄售人对价格、条款等到同意之后，必须尽力以最好价格出售寄售商品。
3．开始阶段，每次船运货物的价格不得超过_________美元，代售人未偿付的货款不能超过_________美元。
4．寄售人对赊销造成的坏账不负任何责任，代售人在任何时候均负有支付寄售人货款的义务。
5．代售人将接受寄售人开立的以代售人为付款人的90天远期汇票，年利_________％。
6．代售人以签字信托收据从寄售人银行换取包括提单在内的装运单据。
7．寄售人负担货物售出之前的保险费和仓储费。
8．寄售人必须遵守_________政府的规章。
9．本协议英文正本两份，双方各持一份。
双方确认上述内容，并于_________年_________月_________日签字立约，以资证明。
寄售人（签字）：_________ 代售人（签字）：_________
_________年____月____日 _________年____月____日
附件：
consige agreement
this agreement is entered into between _________ co.（hereinafter referred to as the consignor）， having its registered office at _________， shanghai， china and _________ co.（hereinafter referred to as the consignee）， having its registered office at_________， on the following terms and conditions：
1.the consignor shall from time to time ship _________ （commodity） to the consignee on consignment basis at the prevailing international market prices on cif terms.the interval between each shipment shall be approximately ninety days.
2.the consignee must try to sell the consignments at the best poible prices after obtaining the approval of the consignor as to price， terms， etc.
3.each shipment by ship at the initial stage will not exceed u.s.d._________ and the outstanding liabilities on the consignee shall be in the vicinity of not more than u.s.d._________ only.
4.the consignor shall at no time be responsible for any bad debts arising out of credit sales to any _________ buyers.making payments to the consignor shall at all times be the sole responsibility of the consignee.
5.the consignee shall accept the bills of exchange drawn by the consignor on him at 90 days\'\'sight with interest payable at _________ ％ per annum.
6.the consignee shall collect the shipping documents including b/l from the consignor\'\'s bank against trust receipt duly signed by the consignee.
7.the consignor shall absorb insurance premium and warehousing charges up to the date of delivery to customers.
8.the consignor shall observe the regulations of the government of _________.
9.this agreement is written in english， in two originals； each party retains one copy.
as a token of acceptance， both parties have set their respective hands on this _________ day of _________ ，_________ with understanding and knowledge of the contents stated hereinabove.
the consignor（signature）：_________ the consignee（signature）：_________
date：_________ date：_________
第14篇：英文合同解读(二十五)经销协议
英文合同解读--(二十五)经销协议
有限责任公司，股份有限公司，外商投资公司 王辉
2009-08-17 分类 作者
发文日期
正文内容:
DISTRIBUTION AGREEMENT
经 销 协 议
THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made on this day of 200, between ABC INC., a Florida Corporation (the
“Company”) located at ×××, Florida 32114 and(the “Distributor”) located at, Beijing.
本经销协议 (以下简称“协议”) ,系由ABC公司，位于佛罗里达州某地的公司（以下简称本公司）与(以下简称“经销商”) 位于北京某地的公司于200年 月日签订。
合同名称、合同当事双方及签约日期，为下文引用方便，直接在各方的全称后括弧内标注其简称，说明其在合同中的地位。
WITNESSETH
兹证明（可忽略不翻译）
WHEREAS, the Company is the exclusive worldwide distributor of cosmetic and skin?care products (collectively the “BBB Product” or “Products”) manufactured by BBB INTERNATIONAL, INC.a Florida Corporation; and
鉴于本公司是BBB化妆品的全球独家的经销商，所代理的护肤品均由佛罗里达BBB国际公司制造(以下称 “BBB产品”或“产品”) 。
WHEREAS, the Company desires to increase the public?s consumption of the BBB Products specified herein within the geographic area described in Exhibit A (the “Territory”); and
鉴于本公司希望经销商在附件1所规定的地理区域内（以下简称“本区域”）提高公众对本合同项下BBB产品的消费额度。
WHEREAS, the Distributor desires to secure the right to market the aforementioned Products in the Territory and such additional territories as may be agreed upon in writing between the Company and Distributor.
鉴于经销商希望能得到授权在该区域及与本公司以书面方式协商一致的另外区域对上述产品进行销售。（鉴于条款，说明当事人签约的原由属一般性条款）
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
由此，考虑到双方以上共识和本协议达成的相互承诺及其他对价，双方在此充分接受达成一致，协议如下：
介绍合同背景情况，按英美法传统说明当事人基于对价（valuable consideration）达成合意，约定如下，引出正文条款。
ARTICLE Ⅰ
第一条
APPOINTMENT TO SELL AND DISTRIBUTE
委任销售与分销
Section 1.1 APPOINTMENTS.The Company agrees to sell and the Distributor agrees to buy Products on the terms and conditions contained in this Agreement.The Distributor agrees to sell, distribute and promote the sale of Products throughout the Territory on the terms and conditions contained in this agreement.
第一条第一款委任。按本协议条款规定本公司同意售卖，经销商同意购买该产品。经销商同意根据本协议项下条款在本区域出售、分销、促销本产品。
Section 1.2 TERRITORY.Except as provided in Section 11.4 hereunder, the Company agrees not to deliver the Products to any person other than Distributor within the portion of the Territory, provided, however, that the Company shall have the right to ocean?going veels and to ship Products through or deliver Products within the Exclusive Territory if it knows or reasonably believes that substantially all of such Products are to
be reshipped for eventual delivery outside the Territory.Without the prior written consent of the Company, which in the Company?s sole and absolute discretion may be withheld, Distributor hereby covenants and agrees that it shall not: (i) sell, ship or deliver the Products to or in any place or geographic area located outside the Territory; or (ii) sell Products to any purchaser if Distributor knows or has reason to believe that more than 20% of such Products will eventually be sold through retail outlets located outside the Territory.In the event that sales of Products are made by a distributor in another area and a substantial portion of such Products are shipped by customers of such Distributor into the Territory, or in the event sales of Products are made within the Territory by Distributor and a substantial portion of such Products are shipped by customers into an area outside the Territory in which another distributor has sales rights, (whether or not such shipments take place as the result of a breach hereof), then the Company shall have the right in its discretion (in addition to any other rights and remedies) to make an equitable apportionment of the adjusted gro profits from such sales between the Distributor and any other distributors of the Products purchasing directly from the Company involved in such dispute.Any such apportionment in adjusted gro profits may be determined by the Company acting in its sole discretion exercised in good faith, taking into account such factors as sales effort and expenses in securing the customer?s busine, the level of advertising and promotion by the distributor into whose territory the Products are shipped, and the likelihood that the cro?shipments have reduced sales which otherwise would have been made in the territory into which the goods have been shipped.Adjusted gro profits, as used herein, shall mean sales prices, le (I) cost of goods sold, (ii) direct freight, and (iii) direct selling cost.
第一条第二款区域划分。除本协议第 11.4规定外, 本公司对经销商所签订的区域实行区域内销售保护，不能在区域内将产品提供给其他人, 但如果本公司知道或者有理由确信,实际上这些产品将最终转运到保护区域外地区，则有权在本保护区域运送本产品。未经本公司的书面同意，本公司有权随时收回该同意，经销商承诺保证同意不得有如下行为：（1）不在/到任何非经销商区域内进行销售、装运、交付本产品；（2）经销商知道或应当知道，20%以上的本产品将最终通过区域外的零售店销售出去，则不得出售给该买方。如果，另一个区域的经销商窜货到本区域或该经销商客户大部分货物窜货到本区域以及本区域内经销商窜货或其客户窜货到别的区域，（无论装运是否构成违约的后果），本公司有权（除了任何其他权利和救济），在直接从本公司购买产品的涉及纠纷的经销商之间调整毛利作出公平分配以避免矛盾。本公司将根据诚实信用的原则独自裁量，考虑经销商的销售业绩、业务花费、广告促销水准以及因为窜货而引起的销售额减少程度等因素来调整这一合理的区域利润分配。调整毛利润意味着调整销售价格，减少(1)销售成本,(2)直接运费,(3) 直接销售费用。
委任销售、经销所在区域和许可权等内容是该类协议的特殊条款。
CORPORATE ACCOUNTS
BBB公司账户:
BBB has no interest in supplying accounts in Distributor?s respective territory and will strongly discourage accounts from electing to be supplied directly thru BBB corporate.However, in some rare instances, an existing or new account may elect to be supplied directly by BBB corporate, i.e., an international hotel chain or spa chain.In these rare instances, Distributor would be immediately notified by corporate of any such activity in their respective territory.In this case, Distributor would then be awarded a 20% commiion on all sales generated from BBB retail and profeional products on placed orders from said BBB corporate account.
In exchange for this commiion, Distributor would be required to train, educate and support said account.However, BBB corporate would be solely responsible for advertising and co?op advertising incentives, Spa menu design package and event sampling opportunities, etc.
BBB公司不会给经销商在各自经销区域提供账户，并强烈反对直接提供通过BBB公司选用账户。 然而，在一些特殊情况下，BBB公司也可直接提供账户，如国际宾馆或者水疗连锁。在这些特殊情况下，公司会立刻告知各自区域的经销商该活动。在这种情况下，经销商会获得来自从BBB公司在该账户所产生的BBB零售和专业产品销售额20%的提成。作为提成的交换，经销商需要培训、训练和支持该账户。但BBB公司会独自负责进行广告运作和合作广告激励、Spa项目设计包装和事件抽样机会等。
In the event Distributor elects to refrain from training, educating and supporting said corporate account, Distributor would be awarded a monthly commiion of 5% on all sales generated from BBB retail and profeional products on placed orders.
如果经销商不愿意对该账户进行培训、训练以及支持的话，那么经销商可以每月从总的销售BBB产品的成交订单销售额中得到5%的提成。
这一段说明会计账户。
Section 1.3 OCEAN?GOING VESSELS.Distributor shall not sell Products to ocean?going veels unle approved in writing from the Company.
第一条第三款海运出口。经销商未经本公司书面许可的不得将产品出口。
Section 1.4 Conflicts of Interest.Distributor hereby covenants and agrees that during the initial term and any renewal term hereof neither Distributor nor any Related Person (as hereinafter defined) shall, either directly or indirectly, distribute or sell within the Territory any products
or goods not manufactured or sold by the Company which are or may be in competition with the Products, including (without limitation) skin care products.(The term “Related Person” shall mean: (i)any person who directly or indirectly owns any beneficial interest in or in any manner controls any of the stock of Distributor; (ii)any member of Distributor?s or any such stockholder?s immediate family; and (iii)any person, partnership, corporation or other entity which any of the foregoing individually or collectively control or in which any of the foregoing have any direct or indirect ownership or financial interest.)
第一条第四款利益冲突。经销商特立约同意在初始期间和其后任何续约期间，经销商和任何关联人员(下文中定义的)不得直接或间接在区域内分销或者销售任何不是本公司制造或者销售的或可能产生竞争的产品，包括(但不限于)护肤品。［术语“关联人员”指：(1)任何直接或者间接享有经销商权益或以任何方式拥有经销商股份的人; (2)经销商股东或者任何经销商股东的直系亲属;(3) 任何上述独自或共同控制或直接间接拥有所有权或者财产利益的自然人、合伙、公司或者其他实体。］
利益冲突，也就是竞业禁止的约定。
Section 1.5 REMEDIES.Distributor specifically acknowledges that any breach of any of its covenants contained in this Section Ⅰ may cause irreparable harm to the Company and that damages are not an adequate remedy.Distributor therefore agrees that the Company shall be entitled to injunctive or equitable relief to enforce such covenants.(The foregoing shall not be construed to limit in any way the Company?s right to enforce such covenants in any manner or the Company?s rights to injunctive or equitable relief with respect to any other terms of this Agreement.)
第一条第五款救济。经销商明确承认任何违背本条规定的契约的行为可能给本公司带来不可弥补的损害且损害赔偿金不足以救济。因此，经销商同意本公司有权申请禁止令或衡平救济来强制履行该契约。(以上所述并不得解释为以任何方式限制本公司就本协议其他条款用任何手段来强制履行该契约或申请禁止令或衡平救济的权利。)
违约救济的约定，注意普通法救济、衡平法救济的双重救济模式。
Section 1.6 INVALIDITY OF COVENANTS.In the event that any covenant of Distributor set forth in this Section Ⅰ is determined by a court of competent jurisdiction to be unenforceable for any reason, the Distributor hereby agrees to be bound by such leer restrictions as such court determines are enforceable.
第一条第六款契约无效。如本协议第一条规定的任何约定由有管辖权的法院因某种原因裁定无法执行，则经销商在此同意按该法院裁定可执行的较小限制而受约束。
这是契约效力的一般性约定。
Section 1.7 BOND.In any action or proceeding by Company to obtain a temporary restraining order and/or preliminary injunction to enforce these covenant(s), Distributor hereby agrees to waive the neceity of the posting of any injunction bond by Company in order to obtain the temporary restraining order and/or preliminary injunction.In the event that Company?s request for a temporary restraining order and/or motion for preliminary injunction is granted in whole or in part but Company is ultimately unsucceful in obtaining a permanent injunction to enforce any of these covenant(s), Distributor hereby waives any and all rights it
may have against Company for any injuries or damages, including consequential damages, sustained by Distributor and arising directly or indirectly from the iuance of the temporary restraining order and/or preliminary injunction.
第一条第七款担保金。在公司为获得临时限制令和/或初步禁止令以强制执行这些契约的任何诉讼或法律程序中，经销商兹此同意放弃要求公司提供禁令担保金以获得临时限制令和/或初步禁止令。倘若公司临时限制令的要求和/或初步禁止令的动议完全或部分获准，但最终公司未能获得永久禁止令来强制执行这些契约，经销商兹此放弃因发布临时限制令和/或初步禁止令直接或间接导致其遭受的任何损害或损失，包括继发的损害赔偿，而对公司可能拥有的任一和全部权利。
这一段约定经销商保证对临时限制令和/或初步禁止令造成损害赔偿的权利放弃。
ARTICLE Ⅱ
第二条
TERM
协议期间
Section 2.1 DURATION OF AGREEMENT.Unle this Agreement is earlier terminated as provided herein, this Agreement shall be for an initial term beginning on the date hereof and ending, 200.This Agreement shall be renewed for succeive one?year terms thereafter unle either party gives written notice of non?renewal at least 30 days prior to the end of the initial term or any renewal then in effect.
第二条第一款协议期间。除非根据本协议项下规定本协议提前终止，本协议初始期间将从签订日期开始生效至,200年终止。如任一方未以书面方式在初始期间届满前至少30天通知不再续约，则本协议续展至其后的下一年期间，该续展即时生效。
协议期间的约定包括续约的条件。
ARTICLE Ⅲ
第三条
PRODUCTS AND PRICES
产品和价格
Section 3.1 PRODUCTS.The term “Products” shall include only those products of the Company listed in Exhibit “B”.The Company may, upon fifteen (15) days written notice to the Distributor, cease selling any or all of the Products to Distributor without any liability to Company, provided that the Company does not sell any of such Products to another person or legal entity within the Territory during the term hereof, and that the discontinuance is undertaken in good faith for bona fide busine reasons.The Company may add Products to Exhibit “B” from time to time upon such terms and conditions as it deems appropriate.
第三条第一款产品。本协议中用语“产品”只包括本公司在附件2 中所列出的产品。本公司可以提前15天书面通知经销商，停止销售任一或者全部产品而不承担任何责任，但本公司不得在本协议期间销售任何该产品给本区域中的其他自然人或者法律实体且该中断是按诚实信用原则基于善意的商业理由。本公司可以在适当时机，根据该条款随时增加产品到附件2。
Section 3.2 PRICES.Company shall strive to maintain reasonable price levels of Products, which shall be determined and established at its sole discretion, taking into consideration such factors as competition and market conditions in Territory as well as the nature and extent of the sales promotion support that Distributor and Company shall each provide.Company shall notify Distributor of any changes in price thirty (30) days in advance of any price changes.
第三条第二款价格。本公司应考虑诸如本区域竞争因素、市场情况以及经销商和本公司所提供的促销支援的性质和程度，独自裁量确定价格并且努力维持该产品的合理价格水准。遇有价格变化，本公司应提前30天告知经销商。
Section 3.3 MARKETING AND ADVERTISING MATERIAL.Distributor shall abide by all corporate policies and procedures directly relating to trademarks, product/packaging color guidelines, and image, marketing and advertising materials as defined by the latest revision of Corporate Policies & Procedures Booklet.
第三条第三款市场行销和广告宣传材料。经销商应遵守所有最新版的公司制度规程手册中所定义的与商标、产品包装颜色说明、图像、行销广告品有关的公司制度和规程。
Distributor shall pay Company for all marketing and advertising material which the Distributor desires subsequent to the marketing and advertising material furnished Distributor with its initial order.Company will sell marketing and advertising material to distributor at Company?s cost.Distributor shall also pay all shipping charges and a reasonable handling charge for the marketing and advertising material.All translations and printed material in foreign languages are at the sole expense of the Distributor.All “brand?related” design, set?up time and artwork submitted to Company?s graphic department shall be reasonably requested and provided free of charge as follows: proofs provided in PDF format, final artwork provided on CD final art format.Should distributor or distributor?s media sources require final films/matchprints said material will be provided to distributor at Company “Cost” only after distributor approves/signs Job Quote and return to Marketing Department.
经销商应支付供给经销商最初订单产品所有市场行销和广告材料的费用以为随后所需，公司将以成本价供给经销商。经销商也应支付该材料所有的运费和合理的装卸费用。所有资料的翻译以及翻译后的印刷的费用由经销商独自承担。
所有提交到本公司策划部与“商标相关的”设计、安装时间、图案,可在以下情形下合理要求免费提供。经销商在以下合理的情况下可以申请免费提供和使用：以PDF文件格式提供的文样,以CD格式提供的最终图案。倘若经销商或者经销商委托的媒体需要原版胶片的，当经销商同意/签收报价并返还给本公司销售部以后，则按照本公司成本价格提供。
Section 3.4 ORDERS.Company shall fill and ship each order of the Distributor within sixty (60) days of receipt of such order, but shall not be liable in any respect for failure to ship or for delays in shipment where such failure or delay shall have been due wholly or in part to fire, strike, differences with workmen, failure to secure materials or energy sources from usual supply outlets, any governmental regulations, orders or controls, or to any cause beyond its control.Any portion of an order remaining unshipped after such sixty (60) days may be cancelled by Distributor upon written notice to Company.
第三条第四款订单。本公司应在收到订单后的六十 (60) 天内海运发货,但是本公司对全部或部分因火灾、罢工、劳工争议、未能从通常的供应管道获得原料或能源、政府法令或管制或任何无法控制的原因导致不能装运或延迟装运概不负责。订单上的任何部分在发出订单六十 (60) 天之后还不能发货的，经销商可以书面通知本公司予以取消。
Section 3.5 SHIPMENT.Company agrees to ship the Product to Distributor or to any individual or entity that Distributor so directs EXWorks.The cost of such shipment and any charges for demurrage, storage, or otherwise after the arrival of the Product at its destination shall be borne by Distributor.If diversions of shipments are made upon the Distributor?s request, or are made by Company as a result of the Distributor?s failure or refusal for any reason to accept shipments made pursuant to the Distributor?s orders, the Distributor shall pay the additional charges and expenses incident to such diversions, but in no event shall the Distributor pay Company an amount in exce of the charges or expenses incident to returning such shipments to their original shipping points.
第三条第五款运输。本公司同意将产品装船运送给经销商或经销商按工厂交货方式指定的任何个人或实体。运输费以及任何由此而发生的延滞费、仓储费或者其他的产品抵达目的地后需要支付的其他费用由经销商承担。如果经销商要求变更卸货地, 或者是经销商的基于某种原因不收或拒收订单货物,则经销商应支付由此而发生的附
加费用和因变更产生的费用,但是经销商概不承担超过运输费用或者返程费用以外的部分。公司有义务协助经销商选择安全快速节约的运输方式。
产品、价格、行销、广告、订单及装运的约定。
ARTICLE Ⅳ
第四条
PERFORMANCE
协议履行
Section 4.1 BEST EFFORTS.Distributor shall use its best efforts to promote and sell the Products throughout the Territory.Such promotion shall include Distributor?s attendance at those trade shows listed on Exhibit “C” attached hereto.Distributor is required to advertise Company?s products in local trade publications and regional consumer publications a minimum of six times per year commencing no later than six months after official Product Launch date.
第四条第一款竭尽全力。经销商应该竭尽全力在本区域促销销售该产品。该促销应包括经销商参加本协议附件三所列明的那些展会。经销商必须在该产品正式投放日6个月内以不低于每年6次的频率在与当地的商业出版物和地方消费者出版物发布本公司的产品广告。
Company shall provide use of Company?s International Educator one time per year, provided Distributor is in full compliance with all terms and conditions of this contract.Company shall provide trainer and pay for airline travel.Company shall pay for three (3) training days at the rate of USD 225.00 per day.Distributor shall pay for any additional training days at the rate of USD 225.00 per day, payable in advance upon confirmed travel itinerary, prior to scheduled training.Distributor shall
pay for trainer?s room and board at a minimum “3-Star” hotel as defined in the current Michelin hotel rating manual, and safe transport to and from the airport and daily training site.
如经销商完全遵守合同条款，本公司应每年委派一次公司的全球性讲师来培训。公司将提供导师并支付交通费用，并以每天225.00美元支付3天的培训费用。经销商需要支付每天225.00美元以外的其他费用。 经销商必须在预定培训前，确定旅程路线后提前支付。经销商应承担讲师的食宿费，至少是Michelin 酒店星级手册定义的三星级以上酒店，以及酒店和机场间以及酒店和培训地间日常安全接送。
Section 4.2 INSPECTION AND REPORTING.Distributor shall permit Company and its representatives at any reasonable time to inspect Distributor?s inventory of Products, and to inspect, audit and make copies of and extracts from all books, records, accounting information and all other papers in the poeion of Distributor which relate in any way to this Distribution Agreement.Within ten (10) days after the end of each calendar month, Distributor shall furnish Company with written reports certified as true and correct by Distributor and by Distributor?s president individually in such form as Company may specify (or in the absence of such specification in any reasonable form) containing the following information with respect to the preceding month:
第四条第二款检查和报告。经销商应允许本公司及其代表在任何合理的时间检查经销商销售该产品的明细目录并检查、审计和复制或节录各种账簿、记录、核算资料,以及其他一切与以任何方式与本经销协议经销商所占有的其他文件。在每个日历月结束后10天内，经销商都要向本公司提供由经销商及其董事长个人证实真实正确的书面报告，该报告应按本公司要求的格式(如果没有以合理的格式提供说明)，应包括有关上个月的以下几个方面情况的内容：
(a) beginning and ending inventory of products on hand, itemized by Product line and item;
(b) sale of products during the month and for the year to date;
(c) month?end balance of cash on hand;
(d) month?end report of accounts receivable to include an aged schedule of accounts receivable, specifically identifying any account receivable which may be of doubtful collectability;
(e) a complete monthly listing of each and every sales representative of Distributor, clearly indicating the Territory, or part thereof, for which that representative is responsible and reporting the volume of sales attributable to that representative for the preceding month; and
(f) such other information concerning Distributor or pertinent to this Distribution Agreement as Company may at any time reasonably request.
（1)按产品系列和品种列出该月的产品存货数量及产品目录；
(2)本月产品销售额及本年度到当月为止销售额；
(3)月底的现金结存表；
(4)月底应收账款财务报表还包括过期应收账款一览表，特别地确定有疑问的应收账款；
(5)经销商该整月的每个销售代表名单，明确各销售代表负责的区域或区域的部分，报告其在所述区域内上月的销售额；和
(6)本公司可以在随时合理要求的其他与经销商或本经销协议相关的其他资讯。
Section 4.3 FINANCIAL STATEMENTS.Within fifteen (15) days after the end of each calendar quarter, Distributor shall submit to Company an unaudited balance sheet and statement of income and retained earnings of Distributor, certified as true and correct by Distributor and by Distributor?s president.Within ninety (90) days after the close of Distributor?s fiscal year, Distributor shall also submit to Company an audited balance sheet and statement of income and retained earnings of Distributor together with the usual and customary notes and schedules related thereto, which financial statements shall be true, correct and complete and shall be accompanied by a report of an independent certified public accounting firm, selected by Distributor but subject to the approval of the Company, to the effect that such firm has examined such financial statements in accordance with generally accepted auditing standards and that, in its
opinion,such financial statements present fairly the financial position of Distributor as of the end of such fiscal year and the results of Distributor?s operations for such fiscal year, in conformity with generally accepted accounting principles applied on a consistent basis.
第四条第三款财务报表。每季度结束后15天内，经销商应向本公司提交经经销商公司及董事长确认的真实准确的未审计前的资产负债表、收益说明、留存利润。在经销商会计年度结束后90日内，经销商也应向本公司提交经经销商公司及董事长确认的真实准确的审计后的资产负债表、收益说明、留存利润说明以及平时所用票据和相关的一览表, 并应随附独立注册会计师事务所的报告，该会计师事务所由经销商自己选择但是要经过本公司的批准，以便该事务所按一般公认的审计标准审查该财务报表并根据其意见，该财务报表能够公正说明经销商在该年度结束时的财务状况及该年度经销商的经营业绩，符合一贯适用的一般公认的会计原则。
Section 4.4 INSURANCE.The Distributor shall have and maintain at all times, at Distributor?s sole expense, an insurance policy or policies insuring Distributor and the Company against any lo, liability or expense whatsoever as a result of personal injury, death, property damage, and with respect to its inventory of Products, insurance against risk of fire, so called extended coverage, sprinkler leakage, if applicable, and insurance against other risks customarily insured against by companies engaged in busine similar to that of Distributor, in such amounts, containing such terms, in such form, for such period, and written by such companies as shall be satisfactory to the Company such insurance to be payable to the Company and to the Distributor as their interest may appear.All policies of insurance shall provide for not le than fifteen (15) days written minimum cancellation notice to the Company and shall list Company as an additional Named Insured.The Distributor shall furnish to the Company certificates or other evidence satisfactory to the Company of compliance with the foregoing insurance provisions within fifteen (15) days from date of request.
第四条第四款保险。经销商应自费投保，保单要确保经销商和公司避免遭受无论是由人身伤害、死亡、财产损害、有关产品存货、火灾、通常所说的增加保险范围、喷洒（如果适用），还是与经销商类似商业的公司都有可能遭受到的风险、损失、责任。经销商应该以此类的形式，此类投保额度，包括此类条款由此类公司书就满足本公司要求的保单。该保险在保险利益出现时可付给本公司和经销商。所有的保单应在投保前15天内将书面最低限度删减通知公司，保单应该将公司名称列为附加的被保险人。经销商应在本公司要求后15天内提供本公司上述保险的保险证明书或者满足本公司要求的其他凭证。
Section 4.5 CARE OF INVENTORY.Distributor shall maintain its inventory of Products in first cla order and shall follow strictly all reasonable instructions from the Company regarding handling and storage of the Products which includes a policy of first in，firs tout on all sales.Distributor shall not alter in any manner whatsoever the bottles, labels or contents of any of the Products nor shall the Distributor sell or repackage any Products which are damaged without the Company?s prior written consent which may, in the Company?s sole and absolute discretion, be withheld.
第四条第五款库存管理。经销商应保持库存秩序良好，严格遵守本公司关于产品装卸、储存的合理指示，包括所有销售的“先进先出”原则。经销商不得以任何方式更改产品瓶型、标签或者内容物，也不得未经公司事先书面同意销售或者重新包装任何残损品。
Section 4.6 PROTECTION OF PRODUCTS.Distributor shall not alter in any manner or form any of the Company?s materials, brochures or Products.
第四条第六款产品保护。经销商不得以任何方式或形式更改公司的产品、手册、宣传品。
合同履行的相关约定包括尽责、验收与报告、年度财务报表、保险、库存及产品保护几方面。
ARTICLE Ⅴ
第五条
TERMS OF PAYMENT
支付条款
Section 5.1 TERMS OF PAYMENT BY DISTRIBUTOR.The terms of payment for the Products shall be as stated in Exhibit “D” attached hereto.Unle otherwise agreed in writing, all monies past due shall bear interest at eighteen (18) percent per annum simple interest (except that, during any period in which the balance outstanding exceeds $500,000, such interest rate shall be limited to a maximum of twenty?five (25) percent per annum simple interest calculated for such period, rather than eighteen (18) percent).Notwithstanding the foregoing, the interest rate charged shall in no event exceed the maximum rate permitted by applicable law.It is not the intent of the Company to collect or receive interest in exce of the maximum rate allowable by law, and any interest so paid shall be deemed to be a principal payment and shall be so credited and applied to the indebtedne hereunder.
第五条第一款经销商支付条款。 产品的支付条款应该在附录4中说明。 除非另外签订书面协议，所有到期的未付款应支付年18%单利(除此之外，在
每一个付款期间如果现金超过500,000美元，此利率最高以年25%单利为限
进行计算而不是18%)。纵然如此，利率一概不得超过适用法律允许的最大限额。本公司无意收取超过法律许可最高利率的利息，所付利息应视为本金付款记入贷方账户适用该账户下的负债。
Section 5.2 COSTS OF COLLECTION.If any amounts due from the Distributor to the Company or from the Company to the Distributor hereunder are collected by or through an attorney at law, the collecting party shall be entitled to recover all costs of collection including, but not limited to, court costs, reasonable attorneys? fees and paralegal fees, (including fees on appeals) if any.
第五条第二款托收费用。如果任何到期应付款项不论是经销商应付给公司的还是公司应付给经销商的由律师托收，则托收方有权收取托收的全部费用，包括但不限于诉讼费用、合理律师费用和律师助理费用，如果有的话（包括上诉费用）。
支付条款含委托律师收款的费用。
ARTICLE Ⅵ
第六条
TRADEMARK
商标
Section 6.1 OWNERSHIP.The trademark “BBB” is registered with the United States Patent and Trademark Office.(Said trademark, together with any and all other trademarks, trade names, designs, signs, emblems, insignia, symbols, slogans and other marks the Company may now poe or may hereafter adopt, acquire or use in connection with the Products shall be collectively referred to herein as the “Trademarks.”) The Trademarks are the exclusive and valuable property of the Company or its affiliates.Nothing herein contained shall be construed as conferring upon the Distributor any right or interest in the Trademarks or their registration, and any use of the Trademarks by the Distributor shall be solely as a licensee of the company.Distributor exprely recognizes and agrees not to contest the Company or its affiliates, ownership of the Trademarks.
第六条第一款商标所有权。“BBB”商标在美国商标专利局注册(此商标和任何别的商标、商业名称、设计图案、符号、徽章、标识、口号和其他公司拥有或后来采用、获得、使用与该产品有关的标志本协议统称为该商标)。该商标是本公司或其附属公司专有的有值财产。本协议所含内容不得解释为转让经销商任何该商标或注册的权益，经销商对该商标的任何使用均经获得本公司单独授权许可。经销商明确承认并同意不对本公司或其附属公司的商标所有权提出异议。
Section 6.2 USE OF TRADEMARKS.Distributor may use only such of the Trademarks as the Company may authorize and only in such manner as the Company may authorize, and the decisions of the Company on all matters concerning the Trademarks shall be final and conclusive, and not subject to question by the Distributor.The Distributor shall not take, nor shall he knowingly permit, any action which may in any way prejudice or harm the Trademarks, or the Company?s ownership thereof.The Distributor shall not use, nor shall it authorize any person, partnership, corporation or other entity to use, any of the Trademarks as part of a corporate, busine or firm name.The Distributor shall not use the Trademarks in any way which might suggest that the Distributor is an agent, employee, partner or joint venturer of, or otherwise affiliated with, the Company and shall not use any of the Trademarks in any manner so as to suggest that the Distributor is the Company?s authorized distributor for any products of the Company other than the Products as herein defined.
第六条第二款商标的使用。经销商使用商标、怎样使用商标以及须经本公司授权。本公司对有关该商标问题的决议为最终决定性的，经销商不得质疑。经销商不得提起或有意允许以任何方式损害或侵害该商标或本公司该商标所有权的诉讼。经销商不得使用或授权任何个人、合伙、公司或其他实体使用该商标或作为公司、企业或商号名称的一部分。经销商不得以任何方式使用该商标来暗示其为本公司的代理人、雇员、合伙人或合作人或其他与本公司的关联，也不得以任何方式使用该商标来暗示其取得了本协议定义外产品本公司的授权。
Section 6.3 OBLIGATIONS UPON TERMINATION.Upon termination of this Agreement, for whatever cause, the Distributor shall abandon at once all use of the Trademarks, and shall not thereafter use in any manner whatsoever any of the Trademarks.
第六条第三款协议终止义务。无论是由何原因导致的协议终止，经销商都应立刻终止所有该商标的使用并且从此以后不得以任何方式再使用此商标。
Section 6.4 PROTECTION OF TRADEMARKS.The Company (or its affiliates), shall have sole and exclusive right to protect and defend the Trademarks at its sole cost and expense and shall have the sole and absolute discretion as to how to protect and defend and whether or not to protect and defend the Trademarks.The Company shall not be liable to the Distributor for any lo or damage suffered by the Distributor as a result of the use of the Trademarks, or as a result of any litigation or proceeding involving the Trademarks, or as a result of any failure by the Company to protect or defend the Trademarks.The Distributor shall cooperate fully with the Company, its affiliates in the defense and protection of the Trademarks and shall promptly and fully advise the Company of any use in the Territory of which Distributor has knowledge of any trademark or other mark infringing upon any of the Trademarks.
第六条第四款商标的保护。本公司（或其附属公司），是唯一拥有专有权独自承担费用维护和保护商标的实体。有权独立完全决定怎样和是否维护和保护该商标的权利。本公司对由于经销商使用商标、涉及该商标的起诉，以及维护保护商标权不成致使经销商遭受的损失或损害概不承担责任。经销商应密切配合本公司及其附属公司进行该商标的维护和保护并应及时全面通知本公司其发现的任何在该区域侵害该商标权的行为。
商标的约定包括商标所有、商标的合理使用、合同终止不得使用及商标保护。
ARTICLE Ⅶ
第七条
LOCAL LAWS
本地法律
Section 7.1 LOCAL LAWS.The Distributor shall sell and distribute the Products in compliance with all national, state, municipal, local and other governmental laws,decrees, ordinances,rules,orders,regulations and charges.
第七条第一款地方法律。经销商一切经销活动必须符合国家、州、市、地方的法规和其他的政府法律、法令、条例、法规、裁令、规章和指示。
守法经销。
ARTICLE Ⅷ
第八条
LOCAL FEES AND TAXES
地方税费
Section 8.1 LOCAL FEES AND TAXES.The Distributor shall, at the Distributor?s own cost and expense obtain all licenses, permits and other authorizations to conduct its busine and for shipment to or from the Distributor of Products, equipment, and all other materials required for the selling and distributing of the Products, without any responsibility on the part of the Company with respect to such licenses, permits or authorizations.Distributor also agrees to pay all applicable taxes, licenses, fines and fees relating to Distributor?s busine and its purchase and sale of Products hereunder.
第八条第一款地方税费。经销商应自行承担为进行经营获得所有许可证照和其他授权的费用，该产品、设备和所有其他经销该产品所需的材料装运的费用，但不承担本公司方有关该许可证照和授权许可的费用。销售商也同意支付与经销商经营和本协议项下该产品买卖有关的适用赋税、许可费用、罚款和费用。
地税承担。
ARTICLE Ⅸ
第九条
LEGAL RELATIONSHIP AND INDEMNIFICATION
法律关系与保证赔偿
Section 9.1 LEGAL RELATIONSHIP AND INDEMNIFICATION.Nothing in this Agreement shall create or be deemed to create any relationship of agency, employment, partnership, or joint venture between the Distributor and the Company.Distributor shall aume full responsibility and liability for, and shall indemnify and hold the Company harmle from, any lo, injury, or damage (including expenses and reasonable attorneys? fees) resulting from, or claimed to result from, any act or omiion on the part of the Distributor.
第九条第一款法律关系及保证赔偿。本协议不得创设或视为创设了经销商与本公司间任何代理、聘用、合伙或合作的关系。经销商应自行完全承担由于其作为或不作为产生的索赔、损失、伤害或损害（包括花费及合理的律师费）并保证赔偿并使本公司免于该责任。
不形成代理、聘用、合伙、合资法律关系和保证赔偿条款，这是本协议比较典型的规定。
ARTICLE Ⅹ
第十条
ASSIGNMENT
转让
Section 10.1 ASSIGNMENT OF RIGHTS OR OBLIGATIONS.Distributor may not sell, aign, transfer, pledge, lease, license, or in any other way or manner encumber or dispose of any of its rights or obligations hereunder, either in whole or in part, nor shall said rights or obligations pa by operation of law or in any other manner without the prior written
consent of the Company.The Company?s right to withhold such consent shall be absolute and unqualified.If this Agreement is in any way aigned or transferred by the Company or if it is in any way aigned or transferred by the Distributor upon the prior written consent of the Company as aforesaid, then this Agreement shall be binding upon and inure to the benefit of the succeors and aigns of the parties.
第十条第一款权利或义务转让。未经本公司事先书面同意，经销商不得售卖、转让、转移、抵押、租借、许可或以其他方式、手段设定债权或处置其本合同项下权利或义务无论部分或全部，也不得运用法律或其他方式让渡该权利或义务。本公司对该同意的撤回权应是绝对无限制的。如果本协议按上述以某种方式由本公司或经销商出让，则本协议应对该方的继受方和受让方有约束力并适用其利益。
Section 10.2 TRANSFER OF STOCK OR SECURITIES.Neither Distributor nor any other person shall sell, aign, transfer, iue, reiue, pledge or otherwise dispose of or encumber, whether by operation of law or otherwise, without the prior written consent of the Company, which consent in the Company?s absolute and unqualified discretion may be withheld: (i) If Distributor is a partnership, any partnership interest in Distributor; or (ii) if Distributor is a corporation, any or all of the Distributor?s stock, and/or securities with voting rights and/or certificates of indebtedne with voting rights (whether or not such stock, securities or certificates or indebtedne are iued or outstanding at such time) is such transactions either singly or when aggregated with all previous such transactions shall or may causeand members ofimmediate family to own le than fifty?one (51) percent of the outstanding voting stock of the Distributor or have le than fifty?one (51) percent of the effective voting power over the Distributor.Distributor hereby agrees that its stock shall at all times during the terms hereof bear a legend which states that its transferability is subject to the terms hereof.Distributor further warrants and covenants that its stock ownership (or partnership interest as the case may be) is now and shall be as of the effective date hereof.
第十条第二款股票和证券的转让。未经本公司事先书面同意，经销商或者其他人不得出让、转移、转让、发行和重新发行、质押或者用其他的方式处置股份或者有价证券，或者在股份和证券上设定债权，无论是否出于法律操作。该同意为本公司完全无限制权利，可在以下情形随时收回： (1)如果经销商的公司是合伙企业，任何合伙利益；(2)如果经销商的公司是一个有限公司，拥有一部分或者全部的股份或有投票权的证券或具有投票权的债券(无论该股票、证券或债券当时已发行在外或发行未售出)的该交易，无论是单独还是与所有先前此种交易结合应该或可能导致以及的直系亲属的成员拥有少于51%的经销商已发行有投票权的股票或者拥有超过经销商少于51%的有效投票权。经销商在此同意其股份在协议期间提供本公司图例表明其根据本协议条款的转让。经销商进一步立契担保其股份的所有权（或合伙权益视情况而定），为本协议生效时其现有的。
合同转让和股份转让条款。
ARTICLE Ⅺ
第十一条
TERMINATION
协议终止
Section 11.1 TERMINATION BY DISTRIBUTOR.Distributor may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to the Company.
第十一条第一款经销商终止。经销商随时可以终止本协议,无论有无原因,但要提前三十 (30) 天书面通知本公司。
Section 11.2 TERMINATION BY THE COMPANY.Upon the occurrence of any one or more of the following events, in addition to all other rights and remedies, including the right to damages, the Company shall have
the right, in the Company?s discretion, to terminate this agreement immediately by giving written notice thereof to the Distributor:
第十一条第二款本公司终止。以下任一或更多事件一经产生，除其他权利和救济，包括损害赔偿请求权，本公司应有权决定立即书面通知经销商终止本协议：
(a) Distributor?s failure to pay any amounts due hereunder or under any other agreement between the Company and Distributor at the time such amounts become due.
（1）经销商未能支付本协议或本公司与经销商间其他协议项下的应付到期款项。
(b) Distributor?s breach or failure to perform of any other covenant, obligation, warranty, term or condition hereof or Distributor?s failure to adhere to any established written Company policy which is applicable to all or substantially all of the Company?s distributors and which is in its terms mandatory, if Distributor fails to cure any such breach or failure within thirty (30) days after the Company gives written notice thereof to the Distributor, provided that no such notice to cure need be given if the Company has previously given the Distributor notice to cure with respect to a breach of or failure to perform of the same covenant, obligation, warranty, term, condition or policy on at least two previous occasions, whether or not Distributor has in fact cured on such occasions.
（2）经销商违背或拒不履行本协议项下的别的契约、义务、担保、条款，或者经销商未能坚持执行已签署的适用于公司所有或大部分经销商的规章制度和其强制性条款，如果经销商在本公司书面通知30天内该事件仍然不能解决, 但如果本公司就至少两次同样的该违约或不履行事件以前发过书面通知要求处理，公司将终止协议，无论前几次是否解决了问题。
(c) The discontinuation, without cause, in whole or in substantial part of distribution of the Products by the Distributor, for any reason whatsoever
(except for normal seasonal variation in the sale of the Products) for a period of more than sixty (60) days.
（3）经销商无故中止销售整个或者大部分该产品超过60天的，无论出于何种原因(产品的正常季节性变化除外)。
(d) The insolvency of the Distributor; or aignment by the Distributor for the benefit of creditors; or the filing of a voluntary bankruptcy or reorganization petition by the Distributor; or the failure of the Distributor to vacate an involuntary bankruptcy or reorganization petition filed against the Distributor, within thirty (30) days from the date of such filing; or the failure of the Distributor to vacate the appointment of a receiver or a trustee for Distributor, or for any part or interest of the Distributor?s busine, within thirty (30) days from the date of such appointment; or the failure of the Distributor to vacate, set aside, or have dismied any insolvency proceeding under any law governing, or applicable to the Distributor within thirty (30) days from the date of the commencement of any such proceeding.
（4）经销商破产；或经销商为偿债转让；或经销商提出自愿破产请求或者自愿重组，或30天内未能撤销对其的强制性破产或重组请求；从该指定起30天之内，经销商未能撤销其任何业务的部分或权益破产管理人或托管人的指定或从该诉讼程式开始30天内未能根据任何管辖或适用的法律撤销、驳回或解除对经销商的该强制破产程式。
(e) The effective lo by the Distributor of management or control of the Distributor?s busine by virtue of any law, decree, order, rule, regulation, ordinance, foreclosure or similar cause and failure to restore such management or control to Distributor within thirty (30) days.
（5）由于经销商的管理或者由于法律、法规、政策、规定等类似原因对经销商经营的控制造成销售额的明显减低，并且经销商在30天内无法解决问题，恢复销售额。
由于法律、法令、裁令、条例、规章、规则、没收或类似原因导致经销商明显丧失对其业务管理和控制且未能在30日内恢复管理控制的。
(f) The failure by Distributor to achieve the level of sales for the Products as stated in Exhibit “E” in the Territory, unle such failure is substantially caused by the failure of the Company to supply a sufficient amount of Products with reasonable promptne or by any breach of this Agreement by the Company.
（6）经销商未能在其经销区域内达到附件5中规定的销售水平, 除非是实质上由于本公司没有及时提供充足的货源，或者是由于本公司违背本协议。
Section 11.3 RIGHT TO DISCONTINUE SUPPLY.Upon the happening of any one or more of the events specified in Section 11.2 hereof or if the Company reasonably believes that Distributor may not have the financial ability to pay for the Products ordered, then the Company shall also have the right to discontinue supplying the Distributor with Products and other materials for such length of time as the Company may in its sole judgment deem neceary, without terminating this Agreement and without thereby prejudicing the Company?s rights to terminate this Agreement for the same cause or for any one or more other causes.
第十一条第三款中止供应权。如果出现一个或多个本条上款中所述情况或者公司有理由确信经销商没有经济能力去支付订单产品的情况下，本公司有权在其认为必要时，在这段时期对经销商停止供货以及其他材料而不终止本协议，并不由此而损害公司以相同事由或其他一种或多种事由终止本协议的权利。
Section 11.4 PARTIAL TERMINATION.If Distributor fails, with respect to any or all of the Products in any or all parts of the Territory, either to perform its duties or covenants hereunder or to achieve the level of sales in Section 11.2(f) hereof, the Company may, instead of terminating this Agreement altogether, sell any or all of such Products to one or more other persons (including but not limited to Distributor?s existing customers), in any or all of such parts of the Territory and, in addition or in the alternative, may withdraw the Distributor?s rights to
sell any or all such Products in any or all such parts of the Territory.
第十一条第四款部分终止。如果经销商在部分或者全部所属的区域中经营业绩不佳，未能履行本协议项下义务和约定或未能达到第11.2（f）规定的销售水平,在不终止全部合同的情况下，本公司可将该产品的部分或者全部销售给此等部分或全部区域内的一人或者多人(包括但不限于经销商现有的客户),除此之外或另行选择，可撤销经销商在本区域全部或部分销售的部分或者全部此产品的授权。
Section 11.5 EFFECT OF TERMINATION.Termination or expiration of this Agreement for any reason shall not impair the obligation of the parties to pay any and all amounts payable hereunder at the time such amounts are or become due.Distributor?s sole remedy for Company?s breach of Agreement shall be termination of the Agreement.
第十一条第五款终止效力。无论因何导致本协议的终止或届满，均不得减少协议双方偿还应付到期款项的义务。 经销商因本公司违约的唯一救济应是终止协议。
Section 11.6 OPTION TO REPURCHASE.Should this Agreement be terminated for any cause whatsoever, the Company shall have the option to purchase from the Distributor, and the Distributor shall, upon the exercise of such option by the Company, sell to the Company, any part or all of the Distributor?s labels, containers, cases, cartons, mixtures, ingredients and Products at the invoice price thereof to the Distributor, le a 40% handling charge and a reasonable allowance for depreciation, deterioration and obsolescence.
第十一条第六款优先回购权。倘若本协议无论出于何种原因而终止，本公司应有优先回购权，且本公司一经行使该回购权，经销商应以开单价卖给本公司其标签、集装箱、木箱、纸板箱、合剂、配料、产品的部分或全部。减去40%的装卸费/手续费和合理折旧费、变质、过期的费用。
合同终止条款包括约定终止情形、中止供应、部分终止、终止效力、优先回购。
ARTICLE Ⅻ
第十二条
MISCELLANEOUS
杂项条款
Section 12.1 COSTS OF ENFORCEMENT.In the event that Company initiates legal action (including both trial and appellate proceedings) to enforce its rights hereunder, Company shall recover from the non?prevailing party his or its reasonable litigation expenses (including, but not limited to, reasonable attorney?s fees) of all such proceedings.
第十二条第一款强制执行费用。如本公司为了强制执行其本协议项下权利而进行法律诉讼时(包括一审和上诉程式),败诉一方需要偿付本公司所有该诉讼程式合理的诉讼费用（包括但不限于合理的律师费用）
Section 12.2 NOTICES.Any notices required to be given under the terms of this Agreement shall be addreed to the parties at the following addrees, or at such other addre designed in writing by the party to receive notice:
第十二条第二款通知。任何在本协议期间所要求的通知均应按合同方的以下地址或者其他接受通知方书面指定的其他地址：
If to Corporation: ABC, Inc.
Attn: John Doe, President
111 Fentre Boulevard
Daytona Beach, FL 32114
致本公司: ABC, Inc.
Attn: John Doe, President
111 Fentre Boulevard
Daytona Beach, FL 32114
If to Distributor:
致经销商:
If to Guarantor(s):
致保证人:
Any party by written notice to the other parties may change the addre or the persons to whom notices or copies thereof shall be directed.
任何一方变更地址或者变更主要负责人均要通知其他两方人员。
Notices shall be either (1) personally delivered (including delivery by Federal Expre or other courier services) to the addre set forth above, in which case they shall be deemed delivered on the date of delivery; (2) sent by Western Union Telegram, in which case they shall be deemed delivered on the date Western Union delivers it telephonic communication; (3) sent by certified mail, return receipt requested, in which case they shall be deemed delivered on the date shown on the receipt unle delivery is refused or delayed by the addreee, in which event they shall be deemed delivered on the date of the deposit in the U.S.Mail.Notices or communications to or from a party?s attorney will be deemed to be or from the party.
通知应按以下任意方式：(1) 亲自传递(包括联邦快递或者其他快递服务) 至上列位址，在这种情况下投递当日视为送达；(2)通过西联电报，此种情况西联发出电话传送的日期视为送达；(3)保证邮件寄送，要求回执，此种情况下以回执上显示日期为送达，除非被收信人拒收或延误，则邮件的送达日期被确认为在美国邮局存放的日期。是发给或者由当事人律师发出的通知或者通信视同发给或者由该当事人发出。
Section 12.3 ACCEPTANCE BY TELECOPIER.Either party may demonstrate its execution or acceptance of this Agreement by facsimile transmitted via telecopier showing the transmitting parties? signature thereon.Such a facsimile, once received by the other party, shall bind the transmitting party to the same extent as would delivery of this Agreement (or a counterpart hereof) containing the parties? actual signature.
第十二条第三款传真的确认。双方中的任意一方如果要通过发送传真来签署或接受本协议必须有发送传真方在传真件上的亲笔签名。如果一方收到了该传真，应对发传真方具有约束力，视同其送达含有其真实签名的本协议文件(或者是副本)。
Section 12.4 CONSTRUCTION.The parties acknowledged that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendment or exhibits thereto.
第十二条第四款解释。协议方确认各方与各自的辩护律师都可以审查、修订本协议，正常的解释原则以便解决起草方的含糊之处，该含糊不得应用于本协议及其修正或其附件的解释中。
Section 12.5 WAIVER.The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct.
第十二条第五款弃权声明。本协议任一方就任一他方违反本协议条款的行为反对或提起积极的诉讼未成的，不得解释为对违反、违约或任何将来的违反、违约或不正当行为作出弃权。
Section 12.6 ENTIRE AGREEMENT.This Agreement constitutes the entire agreement between the parties hereto concerning the subject matter hereof, and supersedes all prior memoranda, correspondence, conversations and negotiations.
第十二条第六款完整协议。本协议构成协议各方间就本协议标的的完整协议，取代以前所有的往来信件、谈判、会谈、备忘录。
Section 12.7 MODIFICATIONS.This Agreement cannot be altered or amended except by an instrument in writing signed by both parties.
第十二条第七款修正。未经双方签字的书面文件，本协议不能够修改或修正。
Section 12.8 SPECIFIC PERFORMANCE.In the event of a breach or threatened breach by Distributor of any of the provisions of this Agreement, Corporation, in addition to and not in limitation of, any other rights, remedies, or damages available to Company at law or in equity, shall be entitled to a permanent injunction in order to prevent or restrain any such breach.
第十二条第八款特别履行。 如果经销商违背或者可能违背本协议条款的规定,本公司除外但不限于可按普通法或衡平法获得任何其他权利、救济和损害赔偿金，应有权申请永久禁止令以防止或约束该违约。
Section 12.9 CHOICE OF LAW.This Agreement and the performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of Florida.
第十二条第九款法律的选择。本协议及本协议的履行和本协议下的所有诉讼和特别审判程式均应符合佛罗里达州的法律并按其解释。
Section 12.10 FORUM.All actions under this Agreement shall be taken in a court of competent jurisdiction in Volusia County, Florida and no party shall advance a position that such forum is improper or inconvenient.
第十二条第十款受理法院。所有本协议下的诉讼均应在佛罗里达Volusia 县的有管辖权的法院中进行,任何一方不得提出一个位置以认为该法院不合适或不方便。
Section 12.11 INVALID PROVISIONS.The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereto, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
第十二条第十一款无效规定。本协议某特殊规定的无效或不可执行不得影响本协议的其他规定，即使删除无效或不可执行的规定，本协议也应被全面解释。
Section 12.12 LEGAL EXPENSES.Each of the parties hereto agrees to bear its or their own expenses relating to the negotiation for and preparation and review of documents leading to, as well as this Agreement, whether or not the transaction contemplated hereby is consummated.
第十二条第十二款法律费用。本协议当事人各方同意承担协商有关费用、准备和审查文件的费用以及本协议相关费用, 无论最终预期交易是否完成。
Section 12.13 HEADINGS AND TERMINOLOGY.The headings used in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.The specific terms that are defined in various provisions of this Agreement shall apply throughout this Agreement (including, without limitation, each exhibit hereto unle exprely indicated otherwise).
第十二条第十三款标题和术语。本协议中的标题只为提及的方便无意成为本协议的部分或影响本协议的意义或解释。本协议在各种不同条款中定义的特殊术语适用于整个协议(包括但不限于,每个附件除非另有指示)。
Section 12.14 COUNTERPARTS.This Agreement may be executed in several counterparts, and each executed copy shall constitute an original instrument, but such counterparts shall together constitute but one and the same instrument.
第十二条第十四款协议副本。本协议签署若干副本，每一经签署的副本构成原始的文件，但所有该副本应一起构成同一文件。
Section 12.15 CONFIDENTIALITY.The terms and conditions of this Agreement are to be held in strictest confidence and are not to be disclosed by the Representative to any third party other than appropriate Company personnel.
第十二条第十五款保密条款。本协议的条款必须严格保密，不得由销售代表向任何第三者披露，除了本公司合适人员外。
Section 12.16 LIMITATIONS.The word “including” in this Agreement, when followed with a listing, shall mean including, without limitation.
第十二条第十六款限制。本协议的“包括”这个词,当后面跟有清单时,将意味包括,没有限制。
杂项条款涉及申请执行费用、通知条款、传真确认、保密条款、副本、合同解释、弃权声明、完整协议、合同修改、特别履行、法律选择、管辖法院、无效规定、标题和术语解释及限制条款。
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above mentioned by their representatives, who personally attest that they are duly authorized to enter into this Agreement.
本协议由各方代表于上述日期签字盖章生效，各代表证明其系经正式授权签署本协议，特此为证。
WITNESSES：COMPANY：
ABC，INC.
BY:
Its President
DISTRIBUTOR:
BY:
Its President
见证人:公司:
ABC公司
签约人:
董事长
经销商:
签约人:
董事长
结尾即证明部分,双方由授权代表签约,特此为证。
EXHIBITS
附件（略）
（出自：英文合同解读--语用、条款及文本范例）
2010 LexisNexis, a division of Reed Elsevier Inc.All rights reserved.
第15篇：英文合同解读(二十六)股权转让协议
英文合同解读--(二十六)股权转让协议
有限责任公司，股份有限公司，外商投资公司 王辉
2009-08-17 分类 作者
发文日期
正文内容:
THIS AGREEMENT dated as of April 30, 2003 among The Wackenhut Corporation, a Florida corporation (“Wackenhut”), Tuhnekcaw, Inc., a Delaware corporation and a wholly?owned subsidiary of Wackenhut (“TUHNEKCAW”), Group 4 Falck A/S, a corporation organized under the laws of Denmark (“GROUP 4 FALCK” and, together with Wackenhut and Tuhnekcaw, the “SELLERS”), and Wackenhut Corrections Corporation, a Florida corporation (the “PURCHASER”).Wackenhut, Tuhnekcaw, Group 4 Falck and the Purchaser are herein referred to individually as a “PARTY” and collectively as the “PARTIES.”
WITNESSETH:
WHEREAS, as of the date hereof, Tuhnekcaw owns of record, and Group 4 Falck and Wackenhut Beneficially Own, 12,000,000 shares of the Purchaser?s common stock, par value $.01 per share (the “COMMON STOCK”);
WHEREAS, the Sellers desire to sell, and the Purchaser desires to purchase, all of the shares of the Purchaser?s Common Stock owned by the Sellers on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, the Board of Directors of the Purchaser (the “BOARD”), at a meeting duly called and held upon the recommendation of an Independent Committee of the Board (the “INDEPENDENT COMMITTEE”), has adopted a resolution authorizing this Agreement
and the transactions contemplated hereby; and
WHEREAS, the Independent Committee has received an opinion dated April 30, 2003, from Legg Mason Wood Walker, Incorporated, the financial advisor to the Independent Committee, that the consideration being paid in connection with the transactions contemplated by this Agreement is fair from a financial point of view to all holders of the Purchaser?s Common Stock other than the Sellers.
NOW, THEREFORE, the Parties hereto agree as follows:
这是一个股权转让协议，作为前言部分，也就是开场白，介绍了合同的主体（卖方为三方，分别是Wackenhut、Tuhnekcaw和GROUP 4 FALCK，买方为Wackenhut Corrections Corporation）、签约时间以及背景情况，值得注意的是，这里摒弃了常见的关于合同对价（consideration之类）的套话，直接过渡引出协议正文。这部分内容对于读者有重要的参考价值。
ARTICLE 1
DEFINITIONS
Section 1.01.DEFINITIONS.The following terms, as used herein, shallhave the following meanings:
“ACQUISITION PROPOSAL” means any offer or proposal for, or any indication of interest in, a merger or other busine combination involving the Purchaser or any Subsidiary of the Purchaser or the acquisition of any equity interest in, or a substantial portion of the aets of, the Purchaser or any Subsidiary of the Purchaser.
“AFFILIATE” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; PROVIDED THAT for the purposes hereof
none of the Sellers shall be deemed an Affiliate of the Purchaser.For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling”,“controlled by” and “under common control with”), as used with respect to any Person, shall mean the poeion, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
“APPLICABLE CLAIMS” has the meaning set forth in Section 5.03(c) of this Agreement.
“BENEFICIAL OWNERSHIP” and “BENEFICIALLY OWN” shall be determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act.
“BOARD” has the meaning set forth in the recitals to this Agreement.
“BUSINESS DAY” means any day except a Saturday, Sunday or other day on which commercial banks in New York or Florida are authorized by law to close.
“CLOSING” has the meaning set forth in Section 2.02 of this Agreement.
“CLOSING DATE” means the date of the Closing.
“COMMON STOCK” has the meaning set forth in the recitals to this Agreement.
“DAMAGES” has the meaning set forth in Section 8.02(a) of this Agreement.
“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“FINANCING LETTERS” means the letters dated April 30, 2003 attached hereto as Exhibit A.
“GROUP 4 FALCK” has the meaning set forth in the preamble to this Agreement.
“INDEMNITY AGREEMENT” means that certain Indemnity Agreement, dated as of December 9, 2002, by and among Wackenhut, the Trustee of the Wackenhut Corporation Group Insurance Program of Employees and Dependents, and the Purchaser, relating to certain employee health care benefit claims.
“INDEPENDENT COMMITTEE” has the meaning set forth in the recitals to this Agreement.
“LETTER AGREEMENT” means that certain letter agreement dated as of March 7, 2002, between the Purchaser and Group 4 Falck, relating to a potential sale of the Purchaser?s interest in its joint venture in the United Kingdom.
“LIEN” means, with respect to any property or aet, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or aet.
“NON?SOLICITATION AGREEMENT” means the Covenant of Indemnification, Release and Non?Solicitation Agreement, dated as of September 18, 2002, between Wackenhut and the Purchaser, relating to certain matters between Wackenhut and the Purchaser.
“PARTY” has the meaning set forth in the preamble to this Agreement.
“PERSON” means an individual, corporation, partnership, limited liability company, aociation, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
“PURCHASE PRICE” has the meaning set forth in Section 2.01 of this Agreement.
“PURCHASER” has the meaning set forth in the preamble to this Agreement.
“PURCHASER INDEMNIFIED PERSON” has the meaning set forth in Section 8.02(a) of this Agreement.
“RELATED AGREEMENTS” means contracts, agreements, arrangements or understandings between or concerning the Sellers or their Affiliates, on the one hand, and the Purchaser or its Affiliates, on the other hand.
“SAFEGUARDS AGREEMENT” means the Agreement dated March 7, 2002, among the Purchaser, Wackenhut and Group 4 Falck, as amended from time to time, relating to the conditions under which the Purchaser approved Group 4 Falck?s acquisition of Wackenhut.
“SELLER INDEMNIFIED PERSON” has the meaning set forth in Section 8.02(b) of this Agreement.
“SELLERS” has the meaning set forth in the preamble to this Agreement.
“SENIOR SELLER OFFICERS” means (i) the senior officers of Wackenhut and (ii) Soren Lundsberg?Nielsen and Lars Norby Johansen.
“SERVICES AGREEMENT” has the meaning set forth in Section 5.03(a) of this Agreement.
“SHARES” means 12,000,000 shares of Common Stock owned, as of the date hereof, by the Sellers.
“SOFTWARE AGREEMENT” has the meaning set forth in Section 5.03(a) of this Agreement.
“SUBSIDIARY” means any Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by any Party.
“TUHNEKCAW” has the meaning set forth in the preamble to this Agreement.
“VOTING SECURITIES” means all securities of the Purchaser entitled, in the ordinary course, to vote in the election of directors of the Purchaser.
“WACKENHUT” has the meaning set forth in the preamble to this Agreement.
这部分是定义条款，复杂的交易，其协议中的定义条款往往很长。包含了协议中使用的定义。这些定义是协议各方对协议中某些用语的准确描述，定义具有法律效力，能使法院据以确定协议方对所用术语理解的实质内容。其中“Affiliate”的定义尤为典型，在其他种类的商务合同中也很常见。有兴趣的朋友可以试着翻译一下，很考验译者的理解和表达能力。
ARTICLE 2
PURCHASE AND SALE
Section 2.01.PURCHASE AND SALE.Upon the terms and subject to the conditions of this Agreement, the Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers, the Shares at the Closing.The purchase price for the Shares (the “PURCHASE PRICE”) is $132,000,000.The Purchase Price shall be paid as provided in Section 2.02.
Section 2.02.CLOSING.The closing (the “CLOSING”) of the purchase and sale of the Shares hereunder shall take place at the offices of Akerman Senterfitt, One Southeast Third Avenue, 28th Floor, Miami, Florida 33131, as soon as poible, but in no event later than four Busine Days, after satisfaction (or waiver by the Party entitled to the benefit of such condition) of each of the conditions set forth in Article 7.At the Closing:
(a) The Purchaser shall deliver to the Sellers the Purchase Price in immediately available funds by wire transfer to an account designated by the Sellers, by notice to the Purchaser, which notice shall be delivered not later than two Busine Days prior to the Closing Date.
(b) The Sellers shall deliver to the Purchaser a certificate or certificates for the Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto.
(c) Group 4 Falck will deliver to the Purchaser the resignations of all directors of the Purchaser designated by Group 4 Falck from their positions as directors.
这一条是交易的核心，对股权转让的标的、支付价格以及成交的时间、地点和条件以及成交时各方的义务作出了规定。买方支付转让价款，卖方提交股权凭证，Group 4 Falck向买方提交其指定董事的辞呈。需要注意的是第2.02条提及的第7条的conditions，是指交易的前提条件，只有该等条件得以满足或被放弃，交易才可成交。通常在股权转让协议中都会作如此约定。
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Sellers, jointly and severally, represent and warrant to the Purchaser that:
Section 3.01.CORPORATE EXISTENCE AND POWER.Each is a company duly organized and validly existing under the laws of its jurisdiction of organization, and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry out the transactions contemplated by this Agreement.
Section 3.02.OWNERSHIP OF SHARES.The Sellers or their wholly?owned Subsidiaries are the record and beneficial owners of the Shares, and will transfer and deliver to the Purchaser at the Closing valid title to the Shares free and clear of any Lien or any other limitation or restriction.The Sellers Beneficially Own 12,000,000 shares of Common Stock, in the aggregate, and none of the Sellers nor any of their Affiliates Beneficially Own any securities of the Purchaser other than such 12,000,000 shares of Common Stock.
Section 3.03.AUTHORIZATION; NO BREACH.The execution, delivery and performance of this Agreement by each of them and the consummation of the transactions contemplated hereby are within their powers and have been duly authorized by all neceary action on their part, including without limitation any requisite approval of their shareholders.This Agreement has been duly and validly executed by them and constitutes a legal, valid and binding obligation of them, enforceable against them in accordance with this Agreement?s terms.The execution, delivery and performance by them of this Agreement and the consummation of the transactions contemplated hereby, do not and will not, (i) conflict with, violate or result in a default under or breach of, (ii) result in the creation of any Lien, right or obligation of Purchaser, or require any payment by Purchaser, relating to the Shares pursuant to or (iii) require any authorization, permit, filing, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency of any jurisdiction pursuant to, (iv) the certificate of incorporation, bylaws or other organizational documents of either of them, (v) any law, statute, rule, regulation, order, judgment or decree to which either of them, any of their Subsidiaries or any of their directors or executive officers is subject, or (vi) any material agreement or material instrument to which either of them, any of their Subsidiaries or any of their directors or executive officers is a party or subject; except for any filings that may be required under applicable securities laws or stock exchange rules and regulations.
Section 3.04.NO OTHER AGREEMENTS.To the knowledge of the Senior Seller Officers, other than the Safeguards Agreement, the Letter Agreement and the other agreements referred to in Section 5.03 hereof, there are no Related Agreements.
Section 3.05.FINDER?S FEES.Except for Lehman Brothers, whose fees will be paid by the Sellers, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of any of them or any of their Affiliates which might be entitled to any fee or commiion from them or any of their Affiliates as a result of or upon consummation of the transactions contemplated by this Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Sellers as follows:
Section 4.01.CORPORATE EXISTENCE AND POWER.The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Florida, and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry out the transactions contemplated by this Agreement.
Section 4.02.AUTHORIZATION; NO BREACH.The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the Purchaser?s powers and have been duly authorized by all neceary action on the part of the Purchaser.This Agreement has been duly and validly executed by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with this Agreement?s terms.Subject to the receipt of funds specified in the Financing Letters, the execution, delivery and performance by the Purchaser
of this Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not, (ⅰ) conflict with, violate or result in a default under or breach of or (ⅱ) require any authorization, permit, filing, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency of any jurisdiction pursuant to, (ⅲ) the Purchaser?s Amended and Restated Certificate of Incorporation or By?laws or (ⅳ) any law, statute, rule, regulation, order, judgment or decree to which the Purchaser, any of its Subsidiaries or any of its directors or executive officers is subject; except for any filings that may be required under applicable securities laws or stock exchange rules and regulations.The Purchaser has a good faith belief that, prior to July 31, 2003, it shall have obtained any and all consents (including, without limitation, those consents required to be obtained pursuant to Section 7.02(c) hereto) neceary under any material agreement or material instrument to which the Purchaser, any of its Subsidiaries or any of its directors or executive officers is a party or subject, for the performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby.
Section 4.03.FINANCING.The Purchaser has delivered to Group 4 Falck a correct and complete copy of the Financing Letters.Other than the Financing Letters and an aociated fee letter (which fee letter contains no term contrary to any of the terms of the Financing Letters), there are no contracts, agreements, arrangements or understandings, in each case whether oral or written, between the Purchaser and the counterparties to the Financing Letters or any of their Affiliates that relate to this Agreement or the transactions contemplated hereby.Auming receipt of the funds specified in the Financing Letters on the terms thereof, the Purchaser acknowledges that it will have, at or prior to the Closing, available lines of credit or other sources of funds to enable it to make payment of the Purchase Price and all other fees and expenses
required to be paid by it in accordance with this Agreement.
Section 4.04.NO OTHER AGREEMENTS.To the knowledge of the senior officers of the Purchaser, other than the Safeguards Agreement, the Letter Agreement and the other agreements referred to in Section 5.03 hereof, there are no Related Agreements.
Section 4.05.FINDERS? FEES.Except for Legg Mason Wood Walker Incorporated, whose fees will be paid by the Purchaser, and any fees payable by the Purchaser to parties specified in the Financing Letters, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Purchaser or any of its Affiliates which might be entitled to any fee or commiion from the Purchaser or any of its Affiliates as a result of or upon consummation of the transactions contemplated by this Agreement.
Section 4.06.SOLVENCY.The Purchaser believes that it currently meets and, after giving effect to the transactions contemplated by this Agreement (including payment of fees related thereto), that it will meet, the solvency test set forth in Section 607.06401(3) of the Florida Busine Corporation Act.
第3条和第4条是股权转让双方的陈述和保证，内容大体对等相同，大多涉及缔约、履约资格和能力。股权转让类的协议通常会有比较详尽的陈述和保证条款。其中第4.06条为买方对卖方关于偿付能力的陈述和保证，即其现在以及本协议之交易生效后都会满足佛罗里达州商业公司法案 Section 607.06401(3)规定的偿付能力测试。也就是买方陈述保证有支付交易价款的能力。“Finder”在此等陈述和保证条款中的意思是指介绍商业机会的服务商，它不同于broker, finder只介绍商业机会而不参与磋商等活动。
ARTICLE 5
CERTAIN COVENANTS OF THE PARTIES
Section 5.01.REASONABLE BEST EFFORTS.Subject to the terms and conditions of this Agreement, each of the Parties agrees that it will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things neceary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement;PROVIDED THAT in no event shall the Purchaser be required to pay costs and expenses in connection with arranging any financing in connection with the transactions contemplated hereby (or any alternative financing) in exce of the costs and expenses contemplated by the Financing Letters or agree to financing terms that differ in a manner adverse to the Purchaser from those contemplated by the Financing Letters.
Section 5.02.PUBLIC ANNOUNCEMENTS.The Parties agree to consult with each other before iuing any pre release or making any public statement with respect to this Agreement or the transactions contemplated hereby and will not iue any such pre release or make any such public statement prior to such consultation; PROVIDED, HOWEVER, that, in the case of any pre release or public statement that may be required to be iued under any applicable law or listing agreement with any securities exchange, a Party shall be deemed to have satisfied its obligations under this Section 5.02 by using its reasonable best efforts (after giving due regard to all the relevant circumstances) to consult with the other Parties hereto prior to iuing any such pre release or public statement.
Section 5.03.TERMINATION OF CERTAIN AGREEMENTS.
The Sellers and the Purchaser agree as follows:
(a)(ⅰ)The Services Agreement between Wackenhut and Purchaser dated October 28, 2002 (the “SERVICES AGREEMENT”) and the provision of Information Systems related services provided by Wackenhut to Purchaser thereunder, shall terminate as of December 31,2003, and thereafter no payments under such Services Agreement in respect of any period after December 31, 2003 shall be due or payable from Purchaser to Wackenhut; PROVIDED THAT, prior to and following the termination of the Services Agreement, Wackenhut shall reasonably cooperate with Purchaser to ensure a smooth transition in the transfer of Information Systems related services from Wackenhut to Purchaser.Notwithstanding anything in this Section 5.03(a)(i) to the contrary, it is understood and agreed that the Services Agreement shall remain in full force and effect if the Closing hereunder is not consummated in accordance with the terms hereof.
(ⅱ)All agreements relating to the sublease of the property located at 4200 Wackenhut Drive, Palm Beach Gardens, Florida 33410, from Wackenhut, as subleor, to the Purchaser, as subleee, shall be terminated effective as of the Closing Date, and no payments under any agreements relating to such sublease in respect of any period after the Closing Date shall be due or payable from the Purchaser to Wackenhut; it being understood and agreed that such agreements shall remain in full force and effect if the Closing hereunder is not consummated in accordance with the terms hereof.
(b)The Parties agree that the Safeguards Agreement and the Letter Agreement shall each terminate effective as of the Closing Date and shall be of no further force or effect, it being understood and agreed that such agreements shall remain in full force and effect if the Closing hereunder is not consummated in accordance with the terms thereof.
(c)Wackenhut will continue to handle all general liability, automobile and workers? compensation claims on behalf of the Purchaser and its Affiliates with occurrence dates prior to October 2, 2002.The Purchaser agrees that, for all claims with dates of lo prior to October 2, 2002 for which the Purchaser was or is an insured party under certain insurance policies reinsured by Titania Insurance Company of America (collectively, the “APPLICABLE CLAIMS”), it shall, consistent with its duties and obligations as an insured party, cooperate fully with Wackenhut and its Affiliates and any third party administrators, investigators, adjusters and attorneys in connection with the investigation, defense and resolution of any Applicable Claims.
(d)The Parties agree that the Indemnity Agreement shall remain in effect in accordance with its terms notwithstanding this Agreement and the consummation of the Closing hereunder.
(e)Except for Section 3 of the Non?Solicitation Agreement which shall terminate and be of no further force or effect as of the first anniversary of the Closing Date, the Parties agree that the Non?Solicitation Agreement shall remain in effect in accordance with its terms notwithstanding this Agreement and the consummation of the Closing hereunder, it being understood and agreed that the Non?Solicitation Agreement shall remain in full force and effect if the Closing hereunder is not consummated in accordance with the terms hereof.The Purchaser further agrees that it shall abide by any and all otherwise applicable non?compete agreements between Wackenhut and employees of Wackenhut and its Affiliates.
(f)The Parties agree that the Purchaser?s software licensing rights under the terms of that certain Master Software License Agreement, dated April 2, 1998, between Wackenhut and Infinium Software, Inc., as amended (the “SOFTWARE AGREEMENT”), shall remain in effect in accordance with the terms of the Software Agreement notwithstanding this Agreement and the consummation of the Closing hereunder, to the extent that the Purchaser complies with all of its obligations under the Software Agreement.Wackenhut covenants and agrees not to take any action adverse or detrimental to Purchaser?s licensing rights under the Software Agreement following the Closing.
(g)Notwithstanding anything to the contrary in this Agreement, except as explicitly provided elsewhere herein, all Related Agreements shall terminate in connection with the consummation of the Closing hereunder in accordance with its terms, and all obligations under any Related Agreement pursuant to which one party thereto is obligated to guarantee or otherwise ensure the performance of any obligations or undertakings of the other party thereto to any other Person shall terminate as to each other concurrently therewith.
Section 5.04.USE OF THE NAME “WACKENHUT”.
(a)The Parties agree and acknowledge that the use of the name, trademark or service mark “Wackenhut” in all of its forms is, and shall remain, the sole property of Sellers and their Affiliates following the consummation of the Closing hereunder and, except as exprely provided in Section 5.04(b), none of the Purchaser or any of its Affiliates shall retain any rights (including without limitation any rights of use) therein.
(b)Notwithstanding Section 5.04(a), the Purchaser and its Affiliates shall be permitted to use the name, trademark or service mark “Wackenhut” to the same extent they use them as of the date hereof for a period not to exceed one year following the Closing hereunder; PROVIDED THAT during such period Purchaser and its Affiliates shall use their respective reasonable best efforts to eliminate the use of the name “Wackenhut” from their operations as rapidly as poible.Notwithstanding the foregoing, with respect to its corporate name, (i) the Purchaser shall recommend in its 2004 proxy statement that its shareholders vote to amend the Purchaser?s articles of incorporation to eliminate “Wackenhut” from the Purchaser?s name at the Purchaser?s 2004 annual meeting of its shareholders and (ii) if the Purchaser continues to use the name “WCC”, it shall prior to the first anniversary of the Closing Date develop an alternative full name for the initial “W” in the name “WCC”.
第5条是股权转让各方的某些约定，涉及了合理的最大努力、公告、某些与该交易有关协议的终止以及卖方商标标识的权属和使用。其中有关协议终止的情形规定得非常详尽，涉及服务协议（Services Agreement），分组协议（Sublease Agreement），保障协议（Safeguards Agreement），适用索赔（Applicable Claims），赔偿协议（Indemnity Agreement）,竞业禁止协议（Non?Solicitation Agreement）,软件协议（Software Agreement）和所有有关协议（Related Agreements）的终止情形。
ARTICLE 6
STANDSTILL
Section 6.01.ACQUISITION OF VOTING SECURITIES.Effective on and after the date hereof, the Sellers will not, and will not permit any of their Subsidiaries to, purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire, Beneficial Ownership of any Voting Securities.
Section 6.02.CERTAIN ACTIONS.Effective on and after the Closing Date, the Sellers will not, and will not permit any of their Affiliates to:
(a) make, or take any action to solicit, initiate or encourage, an Acquisition Proposal;
(b) seek to influence or control, in any manner whatsoever, the management or policies of the Purchaser;
(c) make, or in any way participate in, any “solicitation” of “proxies” to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or communicate with or seek to advise or influence any Person with respect to the voting of any Voting Securities or nominate, or solicit any votes or proxies for the nomination of, any directors with respect to the Purchaser;
(d) form, join or encourage the formation of any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities;
(e) call or seek to have called any meeting of the shareholders of the Purchaser;
(f) solicit, seek to effect, negotiate with or voluntarily provide any information to any other Person with respect to, or make any statement or proposal, whether written or oral, to the Board or otherwise make any public announcement (except as required by law or the requirements of any relevant stock exchange) whatsoever with respect to, any form of acquisition or busine combination transaction involving the Purchaser or any significant portion of its aets, including, without limitation, a merger, tender offer, exchange offer or liquidation, or any restructuring, recapitalization or similar transaction with respect to the Purchaser;
(g) take any action that raises a significant risk that the Purchaser might be required to make a public announcement regarding a busine combination, merger or other type of transaction described above;
(h) aist, advise or encourage any other Person in doing any of the foregoing; or
(i) request to amend, waive or not to enforce any provision of this paragraph, unle specifically invited by the Board to do so.
Section 6.03.TERMINATION OF STANDSTILL PROVISIONS.The provisions of this Article 6 shall terminate upon the earliest to occur of any of the following:
(a) the written agreement of the Purchaser and the Sellers to terminate the provisions of this Article 6;
(b) the first anniversary of the Closing Date; or
(c) the termination of this Agreement in accordance with the provisions of Article 9 hereof.
第6条是有关停滞期（Standstill）的规定，在此期间卖方及其关联方不得进行某些活动（诸如：作出或采取行动招徕、发起或怂恿收购议案；寻求以任何方式影响或控制买方的经营管理或领导决策；影响表决权证券的投票或提名买方的任何董事；成立或加入或怂恿成立表决权证券的任何集团；召集或企图召集买方股东会；有关买方的收购、兼并等交易的公布、声明等；采取任何可能导致要求买方必须公布涉及其的收购、兼并等交易的行动等等）来影响本股权转让，确保交易顺利成交。
ARTICLE 7
CONDITIONS TO CLOSING
Section 7.01.CONDITIONS TO OBLIGATIONS OF EACH PARTY.The obligations of each Party to consummate the Closing are subject to the satisfaction of the following conditions:
(a) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing.
(b) No material proceeding challenging this Agreement or any of the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending, which in the reasonable judgment of any Party, may reasonably be expected to cause such Party or any of its Affiliates, to incur or suffer any Damages; PROVIDED THAT such Party has received a written opinion of its counsel to such effect.
Section 7.02.CONDITIONS TO OBLIGATION OF THE PURCHASER.The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions:
(a) (i) The Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them on or prior to the Closing Date,
(ii) the representations and warranties of the Sellers contained in this Agreement and in any certificate or other writing delivered by the Sellers pursuant hereto shall be true in all respects at and as of the Closing Date as if made at and as of such time, and
(iii) the Purchaser shall have received a certificate from the Sellers signed by the chief executive officer of each of the Sellers to the foregoing effect.
(b) The Purchaser shall have received all funds contemplated in the Financing Letters on the terms set forth therein.
(c) The Purchaser shall have obtained any consents required pursuant to the terms of any material agreements or instruments with its lenders or its customers and under any agreements specified by the counterparties to the Financing Letters or any of their Affiliates, including, without limitation, those agreements set forth in the list provided by the Purchaser to the Sellers on April 30, 2003, in each case in form and substance reasonably acceptable to the Purchaser.
(d) The Purchaser shall be able to meet the solvency test set forth in Section 607.06401(3) of the Florida Busine Corporation Act as of the Closing Date after giving effect to the consummation of the transactions contemplated by this Agreement (including payment of fees related thereto) and the Purchaser shall have received a certificate or opinion to that effect from an independent firm of nationally recognized standing customarily engaged in rendering such certificates or opinions.
Section 7.03.CONDITION TO OBLIGATION OF THE SELLERS.The obligation of the Sellers to consummate the Closing is subject to the satisfaction of the following further conditions:
(a) The Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date.
(b) The representations and warranties of the Purchaser contained in this Agreement and in any certificate or other writing delivered by the Purchaser pursuant hereto shall be true in all respects at and as of the Closing Date as if made at and as of such time.
(c) The Sellers shall have received a certificate from the Purchaser signed by its chief executive officer to the foregoing effect.
第7条就是上述提及的双方欲完成本股权转让交易需要满足的前提条件，涉及各自的陈述和保证（含证照的真实有效性）、无司法阻却（含讼累）、股权转让资金要求以及满足特定的条件--偿付能力测试（solvency test）等等，这些前提条件对于交易的成交非常重要，往往需要通过尽职调查加以佐证。
ARTICLE 8
SURVIVAL; INDEMNIFICATION
Section 8.01.SURVIVAL.The representations and warranties of the Parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith, shall survive the Closing until the second anniversary of the Closing Date, except that the representations and warranties contained in Sections 3.01, 3.03, 4.01 and 4.02 shall survive indefinitely.Notwithstanding the preceding sentence, any representation or warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given in reasonable detail to the Party against whom such indemnity may be sought prior to the time of such termination.The covenants and agreements of the Parties contained in this Agreement shall survive the Closing in accordance with their terms or, if no term is specified, indefinitely.
Section 8.02.INDEMNIFICATION.
（a）The Sellers, jointly and severally, hereby indemnify the Purchaser, any Affiliate of the Purchaser and any of their respective directors, officers, agents and employees (a “PURCHASER INDEMNIFIED PERSON”) against and agrees to hold each of them harmle from any and all loes, claims, damages, costs, liabilities or expenses (or actions, suits or proceedings in respect thereof), including, without limitation, reasonable expenses of investigation and reasonable attorneys? fees and expenses in connection with any action, suit or proceeding (“DAMAGES”) incurred or suffered by any Purchaser Indemnified Person, in each case arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by any of the Sellers pursuant to this Agreement.
(b) The Purchaser hereby indemnifies the Sellers, any Affiliate of the Sellers and any of their respective directors, officers, agents and employees (a “SELLER INDEMNIFIED PERSON”) against and agrees to hold each of them harmle from any and all Damages incurred or suffered by any Seller Indemnified Person, in each case arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Purchaser pursuant to this Agreement.
(c) Each Party agrees to promptly reimburse the other Parties hereto against any Damages arising out of any guarantee or other obligation or undertaking to third parties entered into prior to the date hereof (if any) if (x) the reimbursing Party was the primary obligor in respect of such guarantee, obligation or undertaking and (y) the claiming Party had guarantor liability or other secondary liability solely as a result of an agreement with respect to the obligations of the reimbursing Party, which agreement was entered into prior to the date hereof.
Section 8.03.NO SPECIAL DAMAGES.Notwithstanding anything to the contrary herein, no Party shall be liable to any other Party for any indirect, special, punitive, exemplary or consequential lo or damage (including any lo of revenue or profit) arising out of this Agreement.Both parties shall use commercially reasonable efforts to mitigate their damages.
第8.01条规定某些条款和条件在成交后一定时间持续有效。第8.02条规定了因违反陈述和保证以及约定向对方作出赔偿，以及对间接的、特定的、惩罚性或继发的损害赔偿的免责，相当于一般商务合同中的违约救济。
ARTICLE 9
TERMINATION
Section 9.01.TERMINATION.Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:
(a) by mutual written consent of the Parties;
(b) by the Purchaser if any of the conditions set forth in Section 7.01 or 7.02 shall have become incapable of fulfillment, and shall not have been waived by the Purchaser;
(c) by the Sellers if any of the conditions set forth in Section 7.01 or 7.03 shall have become incapable of fulfillment, and shall not have been waived by the Sellers;
(d) by any of the Parties if the Closing does not occur on or prior to July 31, 2003;
PROVIDED THAT the Party seeking termination pursuant to clause (b), (c), or (d) is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Section 9.02.NOTICE OF TERMINATION.In the event of termination by any of the Parties pursuant to this Article 9, written notice thereof shall forthwith be given to the other Party or Parties and the transactions contemplated by this Agreement shall be terminated, without further action by any Party.
Section 9.03.EFFECT OF TERMINATION.If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Article 9, this Agreement shall become void and of no further force and effect.Nothing in this Article 9 shall be deemed to release any Party from any liability for any breach by such Party of the terms and provisions of this Agreement or to impair the right of any Party to compel specific performance by another Party of its obligations under this Agreement.
第9条是终止条款，规定了终止的情形和方式以及终止的效力。包括协议终止、前提条件未能满足且未得放弃的终止以及未在成交日当日或之前成交的终止，三种终止情形。
ARTICLE 10
MISCELLANEOUS
Section 10.01.NOTICES.All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile transmiion) and shall be given,
if to the Purchaser, to:
Wackenhut Corrections Corporation
One Park Place
621 NW 53rd Street, Suite 700
Boca Raton, Florida 33487
Attention: General Counsel
Fax: 561-999-7744
and
Independent Committee of Wackenhut Corrections Corporation
c/o Wackenhut Corrections Corporation
One Park Place
621 NW 53rd Street, Suite 700
Boca Raton, Florida 33487
Attention: Chairman
Fax: 561-999-7744
with copies to:
Akerman Senterfitt
One Southeast Third Avenue
28th Floor
Miami, FL 33131-1714
Attention: Stephen Roddenberry
Fax: 305-374-5095
and
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Attention: Leonard Kreynin
Fax: 212-450-3800
if to the Sellers, to:
Group 4 Falck A/S
Polititorvet
DK-1780 Copenhagen V
Denmark
Attention: Group General Counsel
Fax: + 45 33 91 00 26
with copies to:
The Wackenhut Corporation
4200 Wackenhut Drive, #100
Palm Beach Gardens, Florida 33410
Attention: General Counsel
Fax: 561-691-6680
and
Simpson Thacher & Bartlett
3330 Hillview Avenue
Palo Alto, CA 94304
Attention: Kevin Kennedy
Fax: 650-251-5002
All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m.in the place of receipt and such day is a Busine Day in the place of receipt.Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Busine Day in the place of receipt.
Section 10.02.AMENDMENTS AND WAIVERS.
(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement, or in the case of a waiver, by the Party against whom the waiver is to be effective.
(b) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
Section 10.03.EXPENSES; DOCUMENTARY TAXES.Except as otherwise contemplated by this Agreement, each Party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.Sellers shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement or the transfer of the Shares.
Section 10.04.SPECIFIC PERFORMANCE.The Parties agree that any breach by one of them of any provision of this Agreement would irreparably injure the other Parties and that money damages would be an inadequate remedy therefor.Accordingly, each of the Parties agrees that the other Parties shall be entitled to one or more injunctions enjoining any such breach and requiring specific performance of the provisions of this Agreement and consents to the entry thereof, in addition to any other remedy to which such other Parties may be entitled at law or in equity.
Section 10.05.SUCCESSORS AND ASSIGNS.The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective succeors and aigns, whether so expreed or not; PROVIDED THAT no Party may aign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other Party.
Section 10.06.GOVERNING LAW.This Agreement shall be governed by and construed in accordance with the law of the State of Florida.
Section 10.07.JURISDICTION.Each of the Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of Florida, West Palm Beach Division, or in any Florida State Circuit Court sitting in Palm Beach County, Florida, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of busine in the State of Florida, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
Proce in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.Without limiting the foregoing, each Party agrees that service of proce on such Party as provided in Section 10.01 shall be deemed effective service of proce on such Party.
Section 10.08.WAIVER OF JURY TRIAL.Each of the Parties Hereby Irrevocably Waives Any and All Right to Trial By Jury in Any Legal Proceeding Arising out of or Related to This Agreement or the Transactions Contemplated Hereby.
Section 10.09.COUNTERPARTS; THIRD PARTY BENEFICIARIES.This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.This Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Party.No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.
Section 10.10.ENTIRE AGREEMENT.This Agreement (including Exhibit A) constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter of this Agreement.
Section 10.11.CAPTIONS.The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
第10条为杂项条款，分别规定了通知、协议的修改和放弃、合同磋商费用和合同签署交付有关印花税等税费的承担、实际履行、继受人和受让人、适用法律、司法管辖、陪审审理的放弃、合同副本、第三方权益以及完整协议和标题效力等。这些为通用条款，在一般的商务合同也很常见。
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
WACKENHUT CORRECTIONS CORPORATION
By:/s/ George C.Zoley
Name:George C.Zoley
Title: Chairman and Chief Executive Officer
TUHNEKCAW, INC.
By: /s/ Lars Norby Johansen
Name: Lars Norby Johansen
Title:
THE WACKENHUT CORPORATION
By: /s/ Lars Norby Johansen
Name: Lars Norby Johansen
Title:
GROUP 4 FALCK A/S
By:/s/ Lars Norby Johansen
Name: Lars Norby Johansen
Title:
EXHIBIT A
FINANCING LETTERS
［OMITTED］
这部分是协议的结尾部分。附件是一个融资函，限于篇幅，就此略去。
（出自：英文合同解读--语用、条款及文本范例）
2010 LexisNexis, a division of Reed Elsevier Inc.All rights reserved.
第16篇：英文科技转让协议范本Technology Aignment Agreement
Technology Aignment Agreement
This Technology Aignment Agreement (\"Agreement\") is entered into effective
March **, 20**.between ***., a California
--------------
corporation (\"Company\") and ***., a Delaware corporation
(\"Developer\").
1.Aignment Developer hereby aigns to the Company exclusively----------
throughout the world all right, title and interest (choate and inchoate) in (i) the subject matter referred to in Exhibit A(\"Technology\"), (ii) all precursors,---------
portions and work in progre with respect thereto and all inventions, works of authorship, mask works, technology, information, know-how, materials and tools
relating thereto or to the development, support or maintenance thereof and (iii) all copyrights, patent rights, trade secrets, trademark rights, mask works rights and all other intellectual and industrial property rights of any sort and all busine, contract rights, causes of action and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing (collectively \"Intellectual Property\").
2.Consideration.The Company agrees to iue to Developer 150,000 shares
--------------
of common stock of the Company effective as of the date of this Agreement pursuant to the Aet Purchase Agreement of even date between the Company and
Developer.Such shares shall be the only consideration required of the Company
with respect to the subject matter of this Agreement.
3.Further Aurances: Competition: Marketing.Developer agrees to aist
-----------
the Company in every legal way to evidence, record and perfect the Section I aignment and to apply for any obtain recordation of and from time to time enforce, maintain, and defend the aigned rights.If the Company is unable for
any reason whatsoever to secure the Developer\'s signature to any document it is
entitled to under the Section 3, Developer hereby irrevocably designates and appoints the Company and its duly authorized officer and agents, as its agents and attorneys-in-fact with full power of substitution to act for and on its behalf and instead of Developer, to execute and file any such document or documents and to do all other lawful permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Developer.
4.Confidential Information.Developer will not use or disclose anything
-------------------------
aigned to the Company hereunder or any other technical or busine information
or plans of the Company, except to the extent Developer can document that it is
generally available (through no fault of Developer) for use and disclosure by the public without any chare, license or restriction.Developer recognizes and agrees that there is no adequate remedy at law for a breach of this Section 4, that such a breach would irreparably harm the Company and that the Company is
entitled to equitable relief (including, without limitations, injunctions) with respect to any such breach or potential breach in addition to any other remedies.
5.Warranty.Developer represents and warrants to the Company that the
--------
Developer: (i) was the sole owner of all rights, title and interest in the
Intellectual Property and the Technology, (ii) has not aigned, transferred, licensed, pledged or otherwise encumbered any Intellectual Property or the Technology or agreed to do so, (iii) has full power and authority to enter into this Agreement and to make the aignment as provided in Section 1, (iv) is not
aware of any violation, infringement or misappropriation of any third party\'s rights (or any claim thereof) by the Intellectual Property or the Technology, and (vi) is not aware of any questions or challenges with respect to the patentability or validity of any claims of any existing patents or patent applications relating to the Intellectual Property.
6.Miscellaneous.This Agreement is not aignable or transferable by--------------
Developer without the prior written consent of the Company; any attempt to do so
shall be void.Any notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given if
delivered personally or mailed by first-cla, registered or certified U.S.mail, postage prepaid to the
respective addrees of the parties as set below (or such other addre as a party may designate on ten (10) days notice).No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder prelude further exercise of nay other right hereunder.If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that
provision shall be limited or eliminated to the minimum extent neceary to that this agreement shall otherwise remaining full force and effect and enforceable.This Agreement shall be deemed to have been made in, and shall be construed
pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof.The prevailing party to any action to enforce this Agreement shall be entitled to recover costs and expenses
including, without limitation, attorneys\' fees.The terms of this Agreement are confidential to the Company and no pre release or other written or oral
disclosure of any nature regarding the compensation terms of this Agreement shall be made by Developer without the Company\'s prior written approval; however, approval for such disclosure shall be deemed given to the extent such
disclosure is required to comply without governmental rules.Any waivers or amendments shall be effective only if made in writing and signed by a
representative of the respective parties authorized to bind the parties.Both parties agree that this Agreement is the complete and exclusive statement of the
mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications related to the subject matter of
this Agreement,
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first set forth above.
***.,***.,
A California CorporationA Delaware Corporation
By: /s/ NameBy: /s/ Name
-----------
Name, TitleName, Title
Exhibit Abut to limited to -mobile digital computing disks capableof storing an individual\'s complete medical records or an individual\'s
genome (DNA make-up).
ASSIGNMENT OF PATENT
For good and valuable consideration, receipt of which is hereby
acknowledged,
the undersigned ***., a Delaware corporation (\"Aignor\")
hereby aigns to UNITED COMMUNICATOS HUB, INC., a California corporation
(\"Aignee\") all right, title and interest in and to letters of patent of the United States No.5,731,629 dated March 24, 1998 iued to Lloyd Harold Woodward
and aigned to Aignor for \"personal memory devices carried by an individual
which can be read and written to.\"
Executed on March 13, 2002.
--
***.,
A Delaware Corporation
By:/s/Name
------Name, CEO
[Attach Acknowledgement of Notary Public]
---------
/s/Name
Commiion expires Date
ASSIGNMENT OF TRADEMARK
For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned ***., a Delaware corporation
(\"Aignor\") hereby aigns to UNITED COMMUNICATIOS HUB, INC., a California
corporation (\"Aignee\") all right, title and interest in and to the
trademark/servicemark \"Memory Beyond Words\" which is registered under Reg.No.
2,135,456 dated February 10, 1998, in the United States Patent and Trademark
Office.
Executed on March **, 20**.
--
***.,
A Delaware Corporation
By:/s/Name
------Name, CEO
[Attach Acknowledgement of Notary Public]
----------
/s/ Name
Commiion expires Date
ASSIGNMENT OF TRADEMARK
For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned ***., a Delaware corporation
(\"Aignor\") hereby aigns to UNITED COMMUNICATIOS HUB, INC., a California
corporation (\"Aignee\") all right, title and interest in and to the trademark
\"Medi-Tag\" which was published on May 28, 1996, as Serial No.74/646,213 in accordance with Section 12(a) of the Trademark Act of 1946, as amended and which
is registered under No.datedin the United States Patent and
--------------------
Trademark Office,
Executed on March **, 20**.
--
***.,
A Delaware Corporation
By:/s/ Name
------Name, CEO
[Attach Acknowledgement of Notary Public
---------
/s/
Commiion expires Date
第17篇：英文
china launched its National Day celebrations yesterday by streing its hosting of the Beijing Olympics and the country\'s first spacewalk, two hard-won succees in a tumultuous year featured by natural disasters, ethnic unrest, and another food safety scandal.
The spacewalk on Saturday strengthened a wave of Chinese pride and patriotism springing from the Olympics, which is still a big news story in the domestic pre one month after it came to an end.China\'s Olympic heroes were honored in a three-hour ceremony at the Great Hall of the People that was broadcast live on national television.
State broadcaster CCTV showed the three returning astronauts, with flower garlands around their necks, waving and smiling as they were treated to a homecoming parade in Beijing.Their miion, including China\'s first spacewalk, put the country closer to building a space station and landing a man on the moon.
State broadcaster CCTV showed the three returning astronauts, with flower garlands around their necks, waving and smiling as they were treated to a homecoming parade in Beijing.Their miion, including China\'s first spacewalk, put the country closer to building a space station and landing a man on the moon.
Meanwhile, Vice President Xi, who oversaw preparations for the Beijing Summer Games, praised what he said was China\'s realization of a 100-year dream to host the event and said it would keep China on its reform path.
\"The succeful holding of the Beijing Olympics and Paralympics has carried forward the Olympic spirit, improved the understanding and friendship betweenthe world , and it also demonstrates the great achievements of reform and opening and the building of socialist modernization.\"
But Premier Wen Jiabao touched briefly on some of the country\'s troubles so far this year during an addre at a dinner banquet that included many foreign dignitaries.
\"We prevailed over the disasters caused by the heavy snow and sleet storms and the devastating Wenchuan earthquake,\" he said, referring to a freak storm just before February\'s Lunar New Year that left scores dead and hundreds of thousands stranded during the country\'s busiest travel period.
A magnitude 7.9 earthquake in May left nearly 90,000 people dead or miing.
\"We still face many difficulties and problems in our endeavor to advance socialist modernization but we have full confidence to conquer them,\" he said.
The 59th anniversary of the founding of the People\'s Republic of China is tomorrow.This year also marks 30 years since China initiated the economic reforms that turned the country into the world\'s factory floor and transformed all of its major cities.
Economic development has been slower to reach far-flung regions like Tibet, where simmering ethnic tensions boiled over in March.Anti-government riots erupted in the capital of Lhasa,
sparking sympathy protests in Tibetan areas acro western China.however, china can respond to these chanllenges positively,and at last we are convinced that our govenment can lead us into a more promising future.
第2篇
Australia through My Eyes
When referring to Australia, I am always impreed by its charisma.From the great barrier reef to the vast desert, from the thick forests to the boundle plains, Australia boasts picturesque scenery and abundant natural resources.However, what strike me most are its complicated population map and its diversified culture.Australia is one of the developed countries that embraced and is now continuing opening her arms to many immigrants, who are incorporated into a both culturally rich and economically prosperous society.These immigrants’ multifaceted backgrounds contribute to the country’s cultural diversity.Thanks to the adoption of multicultural policies in Australia Since 1980s, Australia has gradually grown into a harmonious community.As the core value, cultural diversity has witneed its burgeon and boom in Australia.The diversity is the most precious national wealth.As a result, it is supported and encouraged by all the previous governments.People from different cultural backgrounds bring various languages and customs to Australia, which adds to Australia’s overall strength in facing challenges of globalization.It is with this readine and open-mindedne that Australia is now heading for a more promising future.第3篇
It is not an easy thing for a government to have its people live without any conflicts.So the multicultural policy, while encouraging the realization of individual value, prioritizes national interests.So when peoples’ interests are in contradiction with national interests, the ｆｒｏｍer should give way to the latter.Furthermore, the iue of the nationality still plays an important part under the current circumstances.At any rate, people worldwide are arriving at an agreement that cultural diversity should be maintained, transmitted, and developed.Albeit different historical backgrounds, cultural and social systems between China and Australia, and thus discrepancies in national situations and national policies, China and Australia still share a lot in common in terms of principles and methods of dealing with domestic and international iues.As a result, both countries can share their experiences and expertise in dealing with the ethnical iues.For instance, the idea of coexistence characterized by mutual understanding and mutual tolerance is in conｆｒｏｍity with the thought of harmony despite difference in China.
As the anthem of Australia sings, “With courage let us all combine to Advance Australia Fair.” with high freedom, fresh mentality, adventurous entrepreneurship and great ambition, Australia is now striding towards a higher civilization.
第18篇：英文
The Impact of the Computer on Writing Ability
As we can see,from left to right, there is a brush, a pen and a computer in the picture, which indicates the development of the way people write with.Under eachone of them Chinese characters meaning “handwriting”.Obviously, the two characters under the computer are not as beautiful as the rest ones, which implies that with the popularity of computer people’s writing ability has deteriorated.
This picture brings us the question whether we are going forward or backward after the popularity of computer.There is no doubt that our life has become much easier owing to the conveniences computer has brought, However, people have depended so much on computer that they can hardly do things wewll without it, which result in the degeneration in some abilities, such as writing ability and communication ability,In this sense,computer has made go backward.
Alarmed by the iue reflected in the picture, we should do something to prevent ourselves from the side of computer.As far as I am concerned,we should limit the time we spend on computer and try to develop as many habits as poible in spare time .
第19篇：英文
矢志不渝,天道酬勤
>01 The Language of Music
A painter hangs his or her finished picture on a wall, and everyone can see it.A composer writes a work, but no one can hear it until it is performed.Profeional singers and players have great responsibilities,for the composer is utterly dependent on them.
A student of music needs as long and as arduous a training to become a performer as a medical student needs to become a doctor.Most training is concerned with technique, for musicians have to have the muscular proficiency of an athlete or a ballet dancer.Singers practice breathing every day, as their vocal chords would be inadequate without controlled muscular support.String players practice moving the fingers of the left hand up and down, while drawing the bow to and fro with the right arm -- two entirely different movements.Singers and instrumentalists have to be able to get every note perfectly in tune.Pianists are spared this particular anxiety, for the notes are already there, waiting for them, and it is the piano tuner\'s responsibility to tune the instrument for them.But they have their own difficulties: the hammers that hit the strings have to be coaxed not to sound like percuion, and each overlapping tone has to sound clear.
This problem of getting clear texture is one that confronts student conductors: they have to learn to know every note of the music and how it should sound, and they have to aim at controlling these sounds with fanatical butselfle authority.Technique is of no use unle it is combined with musical knowledge and understanding.
Great artists are those who are so thoroughly at home in the language of music that they can enjoy performing works writtenin any entury.
01 音乐的语言
画家将已完成的作品挂在墙上，每个人都可以观赏到。 作曲家写完了一部作品，得由 演奏者将其演奏出来，其他人才能得以欣赏。因为作曲家是如此完全地依赖于职业歌手和职 业演奏者，所以职业歌手和职业演奏者肩上的担子可谓不轻。
一名学音乐的学生要想成为 一名演奏者，需要经受长期的、严格的训练，就象一名医科的学生要成为一名医生一样。 绝 大多数的训练是技巧性的。 音乐家们控制肌肉的熟练程度，必须达到与运动员或巴蕾舞演 员相当的水平.歌手们每天都练习吊嗓子，因为如果不能有效地控制肌肉的话，他们的声带将不能满足演唱的要求。弦乐器的演奏者练习的则是在左手的手指上下滑动的同时，用 右手前后拉动琴弓--两个截然不同的动作。歌手和乐器演奏者必须使所有的音符完全相同协 调。 钢琴家们则不用操这份心，因为每个音符都已在那里等待着他们了。 给钢琴调音是调 音师的职责。 但调音师们也有他们的难处： 他们必须耐心地调理敲击琴弦的音锤，不能让音锤发出的声音象是打击乐器，而且每个交叠的音都必须要清晰。
如何得到乐章清晰的纹理是学生指挥们所面临的难题：他们必须学会了解音乐中的每一个音及其发音之道。 他们还 必须致力于以热忱而又客观的权威去控制这些音符。除非是和音乐方面的知识和悟性结合起 来，单纯的技巧没有任何用处。
艺术家之所以伟大在于他们对音乐语言驾轻就熟，以致于 可以满怀喜悦地演出写于任何时代的作品。艰难困苦.玉汝于成
>02 Schooling and Education
It is commonly believed in the United States that school is where people go to get an education.Neverthele, it has been said that today children interrupt their education to go to school.The distinction between schooling and education implied by this remark is important.Education is much more open-ended and all-inclusive than schooling.Education knows no bounds.It can take place anywhere, whether in the shower or in the job, whether in a kitchen or on a tractor.It includes both the formal learning that takes place in schools and the whole universe of informal learning.The agents of education can range from a revered grandparent to the people debating politics on the radio, from a child to a distinguished scientist.Whereas schooling has a certain predictability, education quite often produces surprises.A chance conversation with a stranger may lead a person to discover how little is known of other religions.People are engaged ineducation from infancy on.Education, then, is a very broad, inclusive term.It is a lifelong proce, a procethat starts long before the start of school, and one that should be an integral part of one\'s entire life.Schooling, on the other hand, is a specific, formalized proce, whose general pattern varies little from one setting to the next.
Throughout a country, children arrive at school at approximately the same time, take aigned seats, are taught by an adult, use similar textbooks, do homework, take exams, and so on.The slices of realitythat are to be learned, whether they are the alphabet or an understanding of the workings of government, have usually been limited by the boundaries of the subject being taught.For example, high school students know thatthey are not likely to find out in their claes the truth about political problems
in their communities or what the newest filmmakers are experimenting with.There are definite conditions surrounding the formalized proce of schooling.
上学与受教育
在美国，人们通常认为上学是为了受教育。 而 现在却有人认为孩子们上学打断了他们 受教育的过程。 这种观念中的上学与受教育之间的区别非常重要。
与上学相比，教育更具 开放性，内容更广泛。 教育不受任何限制。 它可以在任何场合下进行，在淋浴时，在工作 时，在厨房里或拖拉机上。
它既包括在学校所受的正规教育，也包括一切非正规教育。 传 授知识的人可以是德高望重的老者，可以是收音机里进行政治辩论的人们，可以是小孩子， 也可以是知名的科学家。 上学读书多少有点可预见性，而教育往往能带来意外的发现。 与 陌生人的一次随意谈话可能会使人认识到自己对其它宗教其实所知甚少。 人们从幼时起就 开始受教育。 因此，教育是一个内涵很丰富的词，它自始至终伴随人的一生，早在人们上 学之前就开始了。
教育应成为人生命中不可缺少的一部分。然而，上学却是一个特定的形 式化了的过程。 在不同场合下，它的基本形式大同小异。 在全国各地，孩子们几乎在同一 时刻到达学校，坐在指定的座位上，由一位成年人传授知识，使用大致相同的教材，做作业， 考试等等。
他们所学的现实生活中的一些片断，如字母表或政府的运作，往往受到科目范 围的限制。
例如，高中生们知道，在课堂上他们没法弄清楚他们社区里政治问题的真情， 也不会了解到最新潮的电影制片人在做哪些尝试。
学校教育这一形式化的过程是有特定的 限制的。
>03TheDefinitionof\"Price\"Prices determine how resources are to be used.They are also the means by which products and services that are inlimited supply are rationed among buyers.The price system of the United States is a complex network composed ofthe prices of all the products bought and sold in the economy as well as those of a myriad of services, including labor, profeional, transportation, and public-utility services.The interrelationships of all these prices makeup the\"system\" of prices.The price of any particular product or service is linked to a broad, complicated system of prices in which everything seems to depend more or le upon everythin else.If one were to ask a group of randomly selected individuals to define \"price\", many would reply that price is anamount of money paid by the buyer to the seller of a product or service or,in other words, that price is the money value of a
product or service as agreed upon in a market transaction.This definition is, of course, valid as far as it goes.For a complete understanding of a price in any particular transaction, much more than the amount of money involved must be known.Both the buyer and the seller should be familiar with not only the money amount, but with the amount and quality of the product or service to be exchanged, the time and place at which the exchange will take place and payment will be made, the form of money to be used, the credit terms and discounts that apply to the transaction, guarantees on the product or service, delivery terms, return privileges, and other factors.Inother words, both buyer and seller should be fully aware of all the factors that comprise the total \"package\" being exchanged for the asked-for amount of money in order that they may evaluate a given price.
\"价格\"的定义 价格决定资源的使用方式。 价格也是有限的产品与服务在买方中的配给 手段。
美国的价格系统是复杂的网状系统，包括经济生活中一切产品买卖的价格，也包括 名目繁多的各种服务，诸如劳动力、专职人员、交通运输、公共事业等服务的价格。
所有 这些价格的内在联系构成了价格系统。 任何一种个别产品或服务的价格都与这个庞大而复杂的系统密切相关，而且或多或少地受到系统中其它成份的制约。如果随机挑选一群人，问
问他们如何定义\"价格\"，许多人会回答价格就是根据卖方提供的产品或服务，买方向其付出 的钱数。换句话说，价格就是市场交易中大家认同的产品或服务的货币量。 该定义就其本 身来说自有其道理。但要获得对价格在任何一桩交易中的完整认识，就必须考虑到大量\" 非货币\"因素的影响。 买卖双方不但要清楚交易中的钱数，而且要非常熟悉交易物的质量和 数量，交易的时间、地点，采用哪种形式付款，有怎样的缓付和优惠，对交易物的质量保证、交货条款、退赔权利等等。 也就是说，为了能估算索价，买卖双方必须通晓构成交易物价 格的通盘细节。
>04 Electricity
The modern age is an age of electricity.People are so used to electric lights, radio, televisions, and telephones that it is hard to imagine what life would be like without them.When there is a power failure, people grope about in flickering candlelight, cars hesitate in the streets because there are no traffic lights to guide them, and food spoils in silent Refrigerators.Yet, people began to understand how electricity works only a little more than two centuries ago.Nature hasapparently been experimenting in this field for millions of years.Scientists are discovering more and more that the living world may hold many interesting secrets of electricity that could benefit humanity.All living cells send out tiny pulses of electricity.As the heart beats, it sends out pulses of record; they form an electrocardiogram, which a doctor can study to determine how well the heart is working.The brain, too, sends out brain waves of electricity, which can be recorded in an electroencephalogram.The electric currents generated by most living cells are extremely small -- often so small that sensitive instruments are needed to record them.But in some animals, certain muscle cells have become so specialized as electrical generators that they do not work as muscle cells at all.When large numbers of these cells are linked together, the effects can be astonishing.The electric eel is an amazing storage battery.It can send a jolt of as much as eight hundred volts of electricity through the water in which it lives.(An electric house current is only one hundred twenty volts.) As many as four-fifths of all the cells in the electric eel\'s body are specialized for generating electricity, and the strength of the shock it can deliver corresponds roughly to the length of its body.
电当今时代是电气时代。 人们对电灯、收音机、电视和电话早已司空见惯以致很难想 象没有它们生活会变成什么样。
当停电时，人们在摇曳不定的烛光下暗中摸索； 因没有红 绿灯的指示，汽车在道路上迟疑不前；冰箱也停止工作，导致食物变质。人们只是在两个世
纪前一点才开始了解电的使用原理，自然界却显然在这方面经历过了数百万年。 科学家不 断发现许多生物世界里可能有益于人类的关于电的有趣秘密。所有生物细胞都会发出微小的 电脉冲。
当心脏跳动时，把它发出的脉冲记录下来就成了心电图，这可让医生了解心脏的 工作状况。大脑也发出脑电波，这可在脑电图上记录下来。
许多生物细胞发出的电流都是 极微小的，小到要用灵敏仪器才能记录和测量。 但一些动物的某些肌肉细胞能转化成一个 个发电机，以致完全失去肌肉细胞的功能。
这种细胞大量地连接在一起时产生的效果将是 非常令人吃惊的。电鳗就是一种令人惊异的蓄电池。 它可以在水中发出相当于 800 伏特电 压电流(家庭用户的电压只有 120 伏特)。 在电鳗的身体里，多至五分之四的细胞都专门用 来发电，而且发出的电流的强度大约和它身体的长度成正比。
>05 The Beginning of Drama
There are many theories about the beginning of drama in ancient Greece.The one most widely accepted today is based on the aumption that drama evolved from ritual.The argument for this view goes as follows.In the beginning, human beings viewed the natural forces of the worldas unpredictable, and they sought through various means to control these unknown and feared powers.Those measures which appeared to bring the desired results were then retained and repeated until they hardened into fixed rituals.Eventually stories arose which explained or veiled the mysteries of the rites.As time paed some rituals were abandoned, but the stories, later called myths, persisted and provided material for art and drama.Those who believe that drama evolved out of ritual also argue that those rites contained the seed of theaterbecause music, dance, masks, and costumes were almost always used.Furthermore, a suitable site had to be provided for performances and when the entire community did not participate, a clear division was usually made between the \"acting area\" and the\"auditorium.\" In addition, there were performers, and, since considerable importance was attached to avoiding mistakes in the enactment of rites, religious leaders usually aumed that task.Wearing masks and costumes, they often impersonated other people, animals, or supernatural beings, and mimed the desired effect-- succe in hunt or battle, the coming rain, the revival of the Sun -- as an actor might.Eventually such dramatic representations were separated from religious activities.
Another theory traces the theater\'s origin from the human interest in storytelling.According to this view tales (about the hunt, war, or other feats) are gradually elaborated, at first through the use of impersonation, action, and dialogue by a narrator and then through the aumption of each of the roles by a different person.A closely related theory traces theater to those dances that are primarily rhythmical and gymnastic or that are imitations of animal movements and sounds.戏剧的起源 关于古希腊戏剧的起源存在着多种理论，其中一个最普遍为人接受的理论 假设认为戏剧从仪式演化而来。
这个观点是这样进行论证的：一开始，人类把世界上的自 然力量，甚至季节的变化都看成是不可预料的。 他们试图通过各种方式去控制这些未知的、令人恐惧的力量。 那些似乎带来了满意结果的手段就被保留下来并且重复直到这些手段固 化为不变的仪式，最后产生了能够解释或者掩盖这些仪式神秘性的故事。随着时间的推移， 一些仪式被废弃了，但这些后来被称作神话的故事流传下来并且为艺术和戏剧提供了素材。 认为戏剧从仪式演化而来的人们还认为那些仪式包含了戏剧的基本因素，因为音乐、舞蹈、面具和服装几乎经常被使用，而且，必须为演出提供一个合适的地点；如果不是整个社区共 同参加演出，经常在\"演出区\"和\"观众席\"之间划分出明显的分界。
另外，仪式中还有演员， 而且宗教领袖通常承担演出任务，因为在仪式的执行中避免错误的发生被认为有相当大的重 要性；他们经常带着面具，穿着服装象演员那样扮演其它人、动物或超自然的生灵，用动作来表演以达到所需要的效果，比如打猎的成功或战斗的胜利、将至的雨、太阳的复活。 最 后这些戏剧性的表演从宗教活动中分离了出来。
另一个追溯戏剧起源的理论认为它来自人 们对叙述故事的兴趣。 根据这个观点，故事(关于狩猎、战争或者其它伟绩)是逐渐丰富起 来的。 首先通过一个讲解人来运用模仿、表演和对话，然后再由不同的人扮演各自的角色； 另一个与之紧密相关的理论将戏剧的起源追溯至舞蹈，这些舞蹈大体上是有节奏感的和体操 式的那一类，或者是对动物动作和声音的模仿。
第20篇：英文
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