还款协议 甲方（债权人）： 地址： 邮编： 电话： 乙方（债务人）： 地址： 邮编： 电话： 为了使 ___________，双方经过友好协商，就有关事项协议如下： 第一条 还款内容 １.还款金额：___________ 人民币。 ２.还款期限：自签订此协议之日起乙方___________至 年 月 日前还清。 3.利率：按照的利率执行，具体为： 。 第二条 抵押物 乙方将 作为还款的抵押。抵押期限：自本协议生效之日起至乙方还清甲方与本合同有关的全部款项及利率为止。 第三条 甲乙双方的义务 （一）甲方的义务： １.对甲方交来抵押物的单证妥善保管，不得遗失、损毁。 ２.在甲方到期还清所有本协议规定的款项后，将抵押物的单证完整交给甲方。 （二）乙方的义务： １.应按照本协议规定时间主动偿还对甲方的欠款及利率。

TRANSLATION AGREEMENT(翻译合同英文版) 　　Party A:_________　　Address:_________　　Party B:_________　　Address:_________　　Both parties of Party A and Party B have signed the Translation Service Contract based on the principle of friendly cooperation and mutual development. The articles are as follows:　　1.Party A entrusts Party B with the translation service. Party A shall provide legible documents in time and give clear requirements and control the translation quality of Party B.　　2.Party B shall complete the translation work in time and deliver the translation by printed hard copy and a relevant disk within the agreed date （with the exception of the delay caused by Force Majeure）. Details about the delivery time will be discussed between the two parties. For the urgent request， the delivery time will be discussed accordingly between the two parties.　　3.Party B shall keep confidentiality of any documents provided by Party A and can not disclose to the third party.　　4.Calculation of the load of translation: For electronic documents， the translation load shall be based on the statistics of the computer （Chinese Version Word2000 “Chinese characters not including blank spaces ”）. For printed documents， the translation load shall be calculated according to lines of Chinese characters （the original printed copy）， i.e. lines × rows.　　5.Party B will charge the translation project from Party A with favorable price: For English-Chinese RMB ／_________Chinese characters and marks（More than_________Chinese characters and marks）.　　6.Party B can evaluate and notice Party A the estimated translation fee before the launch of the project. Party A shall pay to Party B the amount of translation fee according to the actually calculated load of translation （as specified in Clause 4 of this Contract）.　　7.Party B promises to provide necessary modifications to the translation documents free of charge after the delivery.　　8.Terms of payment: ??? Party A should pay Party B 50％ of the total payment when the translated document is delivered（on the same day）. ??? The remaining 50％ will be paid fully within_________days. When the payment is not received in _________days， a late payment charge of _________‰ daily is applied.　　9.Party B shall guarantee that the quality of the translation and relevant service be up to the received evenhanded standard of the translation industry. In case any disputes arising from the quality of the translation material， it shall be settled through the judgment of a third party agreed by the two parties or apply to arbitration directly.　　10.This contract is written in duplicates， one for each party and shall come into force after being signed and sealed by both Party A and Party B.　　Party A（signature）:_________?? Party B（signature）:_________　　Date:_______________________?? Date:______________________ ?

Service Agreement 　　1.Definition. 　　’ABC’ shall mean ABC (China) Electronics, Ltd. ’Customer’ shall mean the customer named in the Agreement; and ’Product’ shall collectively mean the Equipment and Software which ABC and Customer agree to be serviced pursuant to this Service Agreement. Such Product is listed on the first page of this Agreement. 　　2.Acceptance. 　　The terms and conditions set forth on all twelve pages of this Agreement is an offer to purchase Service by Customer which shall become a 　　Service Agreement when acknowledged in writing by ABC’’s Service Department; and the banking, negotiation or other use of any payment shall not constitute an acceptance by ABC. It is agreed that Service shall be provided only on the terms and conditions contained in this Agreement. 　　ABC shall not be bound by terms and conditions in Customer’’s purchase order or elsewhere unless expressly agreed to in writing. Both parties to this Agreement agree that upon acceptance by ABC’’s Service Department, ABC’’s interest in the Agreement is assigned to ABC, Inc. (MINC). 　　3. Service Defined 　　ABC agrees to provide service for the Customer for the Product listed on the first page of this Agreement. Such Products shall be serviced according to the terms and conditions on all twelve pages of this Agreement (’Service’). The Service shall begin and end on the dates set forth on the first page of this Agreement. ABC shall also Service other Product manufactured by MINC. or MINC’’s subsidiaries and purchased by customer during the term of this Agreement on the same terms and conditions set forth in this Agreement at the then current service fees for such Product. Upon delivery of such other Product to Customer, service fees for Service of such other Product shall be added to the billing cycle following expiration of the labor warranty on such other Product. In the event of loss, damage, theft or removal from Service of any Product, Customer shall immediately report the loss, damage, theft or removal in writing to ABC. In this event, Customer’’s obligation to pay service fees with respect to any such Product shall terminate at the end of the month in which ABC receives such written report. 　　Mobile Product shall be removed and reinstalled in different vehicles at Customer’’s request for the service fee in effect at the time of Customer’’s request. 　　This Agreement does not include service of any transmission line, antenna, tower or tower lighting, unless such work is described on the first page of this Agreement. Service shall include the labor and parts required to repair Product which has become defective through normal wear and usage. This does not include consumable and their installation. Service does not include the repair or replacement of Product which has otherwise become defective, including, but not limited to, damage caused by accidents, physical or electronic abuse or misuse, acts of God, fires or other casualty. Service performed for non-covered repairs shall be billed at ABC’’s above contract rate applicable for such Service. 　　Product under contract must be maintained in environmental conditions as set forth in the Product specifications and damage resulting from environmental conditions not conforming to the specifications is not covered by this Agreement. 　　Where telephone lines and Product are used in conjunction with ABC maintained Product, ABC shall have no obligation or responsibility for such telephone lines or Product but shall, upon request, assist the Telephone Company in repairing such upon payment at the appropriate above contract rate. 　　Customer shall indicate on the first page of this Agreement any Product which is intrinsically safe so that appropriate parts and procedures may be used to maintain such status. 　　At the expiration of twelve (12) months after the commencement of Service hereunder (or any time thereafter), if Product cannot in ABC’’s opinion be properly or economically repaired, because (but not limited to) excessive wear, deterioration or unavailability of parts, ABC at its sole option, upon thirty (30) days prior written notice to Customer sent by certified mail, may either: (1) remove such Product from this Agreement; or (2) may increase the price to Service such Product. Customer shall have thirty (30) days from receipt of notice of price increase to object to such increase. If Customer properly objects to such increase, ABC shall then have the option to remove such Product from coverage by this Agreement. Customer’’s obligation to pay Service fees with respect to Product removed from this Agreement shall terminate at the end of the month during which such Product is removed. 　　The Product shall be serviced by ABC in accordance with the following standards: (i) ABC parts or parts equal quality shall be used; (ii) the Product shall be serviced at levels set forth in ABC’’s product manuals; and (iii) routine service procedures prescribed from time to time by ABC for its Product shall be followed. 　　5. Time And Place of Service. 　　Service shall be done at the location specified on the first page of this Agreement. Where Service is to be performed at the location of the Product, Customer shall furnish shelter, heat, light and power at these locations, Customer shall notify ABC immediately of Product failure, allow ABC full and free access to the Product, and cooperate fully with ABC in ABC’’s servicing of the Product. Waiver of liability by ABC against Customer or other restrictions shall not be imposed by Customer as a site access requirement. Customer shall allow ABC full and free access to the Product. Customer shall allow ABC to use necessary machines, communications, facilities, features and other product (except as normally supplied by ABC) at no charge. Mobiles and removable Product shall be delivered by Customer to the ABC Service Center indicated on the first page of this Agreement. 　　Hours of Service under this Agreement shall be the normal working hours, excluding holidays, of ABC’’s Service Center unless otherwise indicated on the first page of this Agreement. 　　6. Payment/Taxes. 　　Each payment is due on or before the date set forth on the first page of this Agreement. ABC may terminate this Agreement by giving Customer ten (10) days notice by certified mail if Customer defaults in its payment to ABC. Customer shall reimburse ABC for all property taxes, sales and use taxes, excise taxes, and the taxes or assessments now or hereafter imposed by authority of any National or Local law, rule or regulation with respect to the Service of the Product except income taxes or other legally reimbursable taxes of ABC. 　　7. Right to Subcontract. 　　ABC shall have the right to subcontract in whole or in part the Service called for by this Agreement. ABC shall notify Customer of the name and address of each subcontractor. 　　8. Revision of Fees. 　　Prior to an Anniversary of the ’Expiration Date’ indicated on the first page of this Agreement, ABC may revise the Service fees set forth on the first page of this Agreement by giving Customer written notice of the amount of the increase at least sixty (60) days in advance of that Anniversary date. Upon receipt of any such notice, Customer may terminate this Agreement on the Expiration Date or any Anniversary of it upon thirty (30) days prior written notice to ABC sent by certified mail to the address indicated in this Agreement; otherwise the new fees shall become effective on the Anniversary date. In the event of such termination, all accrued and unpaid charges shall be due and payable immediately upon termination. 　　9. Automatic Renewal. 　　After the Expiration Date indicated on the first page of this Agreement, this Agreement shall continue for successive additional periods of one year, provided that either ABC or Customer may terminate this Agreement on the Expiration Date or any Anniversary of it upon thirty (30) days prior written notice to the other party sent by certified mail to the address indicated in this Agreement. 　　10. Interruption of Service. 　　Customer shall notify the servicing agency in the event of the failure of any Product. If the servicing agency fails to repair the Product within a reasonable time, Customer shall notify the ABC office designated by ABC. After said notice from Customer to the servicing agency and to the ABC office designated by ABC, ABC shall be liable for any interruption or interference affecting the use or transmission through the Product maintained to the extent of a pro rata allowance based on the monthly service fee for the time such interruption or interference is attributable to the fault of ABC or its subcontractor. ABC does not assume and shall have no ability under this Agreement for failure to provide or delay in providing service for the Product due directly or indirectly to causes beyond the control of ABC, including, but not restricted to, acts of God, acts of the public enemy, acts of the PRC, the United States, any State, Territory of the United States, or any political subdivision of the foregoing, or the District of Columbia, acts of failure to act of the Customer, its agents, employees or subcontractors, fires, floods, casualty, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather conditions or defaults of ABC subcontractors due to any such causes. 　　11. Warranty Limitations. 　　Except As Specified in This Agreement. ABC Disclaims All Warranties, Express or Implied, Including, Without Limitation, the Implied 　　Warranties of Merchantability and Fitness for A Particular Purpose. In No Event Shall ABC Be liable for Incidental or Consequential Damages to the Full Extent Such May Be Disclaimed by Law. 　　12. SRRC or MPT and Other Government Matters. 　　Although ABC may assist in preparation of the SRRC or MPT license application, Customer is solely responsible for obtaining any licenses or other authorizations required by the State Radio Regulatory Commission (’SRRC’) or Ministry of Post and Telecommunication, or any other National and/or Local governmental agency. Customer is solely responsible for complying with applicable SRRC or MPT rules and regulations and the applicable rules and regulations of any other National and/or Local governmental agency. Neither ABC nor any of its employees is an agent of Customer in SRRC or MPT or other governmental matters. ABC, however, may assist in preparation of the SRRC or MPT license application at no charge to Customer. 　　13. Entire Agreement. 　　Customer acknowledges that it has read and understands the terms and conditions of the Agreement and agrees to be bound by them, that it is the complete and conclusive statement of the agreement between the parties and that this Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter hereof and all understandings and agreements, oral and written, heretofore made between ABC and Customer, are merged in this Agreement which alone fully and completely expresses their agreement. 　　14. Amendment. 　　No modification of or additions to this Agreement shall be binding upon ABC unless such modification is in writing and signed by the ABC 　　Division Service Vice President authorized to make such revisions and an authorized agent of Customer. 　　15. Validity. 　　If any term or provision of this Agreement shall to any extent be held by a court or other tribunal to be invalid, void or unenforceable, then that term or provision shall be inoperative and void insofar as it is in conflict with law, but the remaining terms and provisions of this Agreement shall nevertheless continue in full force and effect and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held to be invalid, void or unenforceable. 　　16. Headings. 　　Section and paragraph headings used in this Agreement are for convenience only and are not to be deemed or construed to be part of this Agreement. 　　17. Law. 　　This Agreement and the Rights and Duties of the Parties Shall Be Governed and Interpreted in Accordance With the Laws of the PRC. 　　18. Assignment. 　　No assignment or transfer, in whole or in part, of this Agreement by Customer shall be binding upon ABC without its prior written consent. 　　19. Waiver. 　　Failure or delay on the part of ABC or Customer to exercise any right, power or privilege under this Agreement shall not operate as a waiver of any right, power or privilege of this Agreement. 　　20. Time To Sue. 　　Except for money due upon an open account, no action shall be brought for any breach of this Agreement more than two (2) years after the accrual of such cause of action except where a shorter limitation period is provided by applicable law. 　　21. Language. 　　This Agreement is executed in both Chinese and English versions. In case of any discrepancy, the English version shall prevail.　　

CONTRACT OF AUTHORIZATION ON PRODUCTS DISTRIBUTION ? 甲方（厂商）：?Party A??(Manufacturer ): ? 乙方?（经销商）：?Party B ( Distributor ) : ? 甲乙双方本着平等互利，协商一致的原则，就甲方授权乙方在指定区域经销甲方产品的有关事宜，达成如下协议： On the basis of the principal of equality and mutual benefit, through friendly consultation, whereas Party A agrees to entrust Party B to sell the products of Party A in the appointed areas, now this presents witness that is hereby agreed between the parties hereto as follows. ? 第一条?保证GUARANTEE 合同双方保证自己是合法存在的法人组织，具有经营与经销本合同?指定产品的资格，并互换《营业执照》，《税务登记证》等有关证件的复印件。 Both parties hereto shall ensure their legal positions of corporate organizations and the qualification to sell the products as specified in this Contract. Both parties shall exchange the duplicated documentations of relevant certificates such as business license and tax registration certificate. ? 第二条?代理销售区域范围Distribution Area 1. The distribution area authorized by Party A to Party B is Austria; 甲方授权乙方销售甲方产品的行政区域为：奥地利； ? 2.?乙方同意作为甲方在上述指定区域之代理商，并承诺全部履行本合同项下之义务。 Party B agrees to be the agent in the area mentioned above and undertake all the obligations under this Contract. ? 第三条?合作方式Cooperation Mode 由甲方提供能源节电技术产品，由乙方负责在奥地利进行推广、销售： Party A shall provide energy resources electricity power saving / conservation technology products and Party B shall be responsible for the promotion and sales of the products: ? a)?甲方提供的产品，应适于在奥地利销售，并由缔约双方书面确定； The products supplied by Party A shall be suitable for the sales in Austria and shall be confirmed by both parties hereto in written form; ? b)?甲方对由自己提供的产品的使用，负责为乙方进行人员培训； Party A shall be responsible for the training of the personnel of Party B for the use of the products supplied by Party A; ? c)?甲方应在本合同规定的范围内向奥地利WT或其指定的其它港口出口合作产品； Party A shall export the products to WT or other ports appointed by it within the scope as specified in this contract; ? d)?甲方应提供经乙方指定的优质可销的能源节电技术产品； Party A shall supply to the marketable resources electricity power saving / conservation technology products with high quality as specified by Party B; ? e)?）根据本合同合作的产品应采用专门的商标，由乙方在奥地利独家经销； The products to be manufactured under this contract shall be specifically branded as being produced for the exclusive distribution by Party B in Austria; ? f)?甲方具有向乙方生产和提供本合同规定的产品独有权，乙方具有接收由甲方根据本合同生产的产品的独有权；甲方不得与奥地利境内的任何其它公司、商号或个人进行与本合同规定的产品有关的商业活动，应赋予乙方对奥地利市场其它产品的优先取舍权；乙方不得与中国境内的任何其它中国公司、商号或个人进行与本合同规定的产品有关的商业活动，应赋予甲方其它产品的生产的优先取舍权；

1.售货合同（sales contract) 编号 No. 　　　　　　　　 日期 Date: 买方： The Buyers: 电报：　　　　　　　　　　　　　　　 传真： 　　　　Cable: FAX 卖方： The Sellers: 电报：　　　　　　电传：　　　　　　　传真： 　　　　Cable: Telex: FAX 　本合同由买卖双方订立，根据本合同规定的条款，买方同意购买，卖方同意出售下述商品： 　This Contract is made by and between the Buyers and Sellers ,whereby the Buyers agree to buy and the Sellers agree to sell the undermentioned commodity according to the term and conditions stipulated below. 货名及规格 COMMODITY　AND　SPECIFICATIONS （2）数量 （3）单价 （4）总价       （5）生产国别和制造厂商：COUNTRY　OF　ORIGIN　AND　MANUFACTURERS： （6）装运期限：TIME　OF　SHIPMENT： （7）装运口岸：PORT　OF　SHIPMENT： （8）到货口岸：PORT　OF　DESTINGATION： （9）保　　险：INSURANCE： 由买方投保。 To be coverd by the Buyers. （10）包装：PACKING: 须用坚固的新木箱/纸箱包装，适合长途海运，防湿、防潮、防震、防锈，而粗暴搬运。由于包装不良所发生的损失，由于采用不充分或不妥善的防护措施而造成的任何锈损，卖方应负担由此而产生的一切费用和/或损失。 To be packed in new strong woden case (s) / carton (s) suitable for long distance ocean transportation and well protected against dampenss, moisture, shock, rust and rough handling. The Sellers shall be liable for any damage to the goods on account of improper packing and for any rust damage attributable to inadequate or improper protective measures taken by the Sellers, and insuch case or cases any and all losses and/or expenses incurred in consequence thereof shall be borne by the Sellers. (11) 唛 头：SHIPPING　MARK： 卖方应在每件包装上，用不褪色油墨清楚地标刷件号、尺码、毛重、净重、“此端向上”、“小心轻放”“切勿受潮”等字样，并刷有下列唛头： On the surfacee of each package, the package number ,measurements, gross weight, net weight, the lifting positions, such cautions as “DO　NOT　STACK　UP　SIDE　DOWN”，　“HANDLE　WITH　CARE”；“KEEP　AWAY　FROM　MOISTURE”and the following shiping mark shall be stenciled legibly in fadeless paint: （12）付款条件：TERMS　OF　PAYMENT：

 签约日期：买方：卖方：本合同由买卖双方缔结，用中、英文字写成，两种文体具有同等效力，按照下述条款，卖方同意售出买方同意购进以下商品：【章名】 第一部分１．商品名称及规格２．生产国别及制造厂商３．单价（包装费用包括在内）４．数量５．总值６．包装（适合海洋运输）７．保险（除非另有协议，保险均由买方负责）８．装船时间９．装运口岸１０．目的口岸１１．装运唛头，卖方负责在每件货物上用牢固的不褪色的颜料明显地刷印或标明下述唛头，以及目的口岸、件号、毛重和净重、尺码和其它买方要求的标记。如系危险及／或有毒货物，卖方负责保证在每件货物上明显地标明货物的性质说明及习惯上被接受的标记。１２．付款条件：买方于货物装船时间前一个月通过＿＿＿＿＿＿银行开出以卖方为抬头的不可撤销信用证，卖方在货物装船启运后凭本合同交货条款第１８条ａ款所列单据在开证银行议付贷款。上述信用证有效期将在装船后１５天截止。１３．其它条件：除非经买方同意和接受，本合同其它一切有关事项均按第二部分交货条款之规定办理，该交货条款为本合同不可分的部分，本合同如有任何附加条款将自动地优先执行附加条款，如附加条款与本合同条款有抵触，则以附加条款为准。【章名】 第二部分【章名】 １４．ｆｏｂ／ｆａｓ条件１４．１．本合同项下货物的装运舱位由买方或买方的运输代理人＿＿＿＿＿＿＿＿＿＿＿租订。１４．２．在ｆｏｂ条件下，卖方应负责将所订货物在本合同第８条所规定的装船期内按买方所通知的任何日期装上买方所指定的船只。１４．３．在ｆａｓ条件下，卖方应负责将所订货物在本合同第８条所规定的装船期内按买方所通知的任何日期交到买方所指定船只的吊杆下。１４．４．货物装运日前１０－１５天，买方应以电报或电传通知卖方合同号、船只预计到港日期、装运数量及船运代理人的名称。以便卖方经与该船运代理人联系及安排货物的装运。卖方应将联系结果通过电报或电传及时报告买方。如买方因故需要变更船只或者船只比预先通知卖方的日期提前或推迟到达装运港口，买方或其船运代理人应及时通知卖方。卖方亦应与买方的运输代理或买方保持密切联系。１４．５．如买方所订船只到达装运港后，卖方不能在买方所通知的装船时间内将货物装上船只或将货物交到吊杆之下，卖方应负担买方的一切费用和损失，如空舱费、滞期费及由此而引起的及／或遭受的买方的一切损失。１４．６．如船只撤换或延期或退关等而未及时通知卖方停止交货，在装港发生的栈租及保险费损失的计算，应以代理通知之装船日期（如货物晚于代理通知之装船日期抵达装港，应以货物抵港日期）为准，在港口免费堆存期满后第十六天起由买方负担，人力不可抗拒的情况除外。上述费用均凭原始单据经买方核实后支付。但卖方仍应在装载货船到达装港后立即将货物装船，交负担费用及风险。【章名】 １５．ｃ＆ｆ条件１５．１．卖方在本合同第８条规定的时间之内应将货物装上由装运港到中国口岸的直达船。未经买方事先许可，不得转船。货物不得由悬挂中国港口当局所不能接受的国家旗帜的船装载。１５．２．卖方所租船只应适航和适货。卖方租船时应慎重和认真地选择承运人及船只。买方不接受非保赔协会成员的船只。１５．３．卖方所租载货船只应在正常合理时间内驶达目的港。不得无故绕行或迟延。１５．４．卖方所租载货船只船龄不得超过１５年。对超过１５年船龄的船只其超船龄额外保险费应由卖方负担。买方不接受船龄超过二十年的船只。１５．５．一次装运数量超过一千吨的货载或其它少于一千吨但买方指明的货载，卖方应在装船日前至少１０天用电传或电报通知买方合同号、商品名称、数量、船名、船龄、船籍、船只主要规范、预计装货日、预计到达目的港时间、船公司名称、电传和电报挂号。１５．６．一次装运一千吨以上货载或其它少于一千吨但买方指明的货载，其船长应在该船抵达目的港前７天和２４小时分别用电传或电报通知买方预计抵港时间、合同号、商品名称及数量。１５．７．如果货物由班轮装运，载货船只必须是＿＿＿＿＿＿船级社最高船级或船级协会条款规定的相同级别的船级，船只状况应保持至提单有效期终了时止，以装船日为准船龄不得超过２０年。超过２０年船龄的船只，卖方应负担超船龄外保险费。买方绝不接受超过２５年船龄的船只。１５．８．对于散件货，如果卖方未经买方事前同意而装入集装箱，卖方应负责向买方支付赔偿金，由双方在适当时间商定具体金额。１５．９．卖方应和载运货物的船只保持密切联系，并以最快的手段通知买方船只在途中发生的一切事故，如因卖方未及时通知买方而造成买方的一切损失卖方应负责赔偿。【章名】 １６．ｃｉｆ条件在ｃｉｆ条件下，除本合同第１５条ｃ＆ｆ条件适用之外卖方负责货物的保险，但不允许有免赔率。【章名】 １７．装船通知货物装船完毕后４８小时内，卖方应即以电报或电传通知买方合同号、商品名称、所装重量（毛／净）或数量、发票价值、船名、装运口岸、开船日期及预计到达目的港时间。如因卖方未及时用电报或电传给买方以上述装船通知而使买方不能及时保险，卖方负责赔偿买方由此而引起的一切损害及／或损失。【章名】 １８．装船单据１８．ａ．卖方凭下列单据向付款银行议付货款：１８．ａ．１．填写通知目的口岸的＿＿＿＿＿＿＿＿＿＿运输公司的空白抬头、空白背书的全套已装运洋轮的清洁提单（如系ｃ＆ｆ／ｃｉｆ条款则注明“运费已付”，如系ｆｏｂ／ｆａｓ条款则注明“运费待收”）。１８．ａ．２．由信用证受益人签名出具的发票５份，注明合同号、信用证号、商品名称、详细规格及装船唛头标记。１８．ａ．３．两份由信用证受益人出具的装箱单及／或重量单，注明每件货物的毛重和净重及／或尺码。１８．ａ．４．由制造商及／或装运口岸的合格、独立的公证行签发的品质检验证书及数量或重量证书各两份，必须注明货物的全部规格与信用证规定相符。１８．ａ．５．本交货条件第１７条规定的装船通知电报或电传副本一份。１８．ａ．６．证明上述单据的副本已按合同要求寄出的书信一封。１８．ａ．７．运货船只的国籍已经买主批准的书信一封。１８．ａ．８．如系卖方保险需提供投保不少于发票价值１１０％的一切险和战争险的保险单。１８．ｂ．不接受影印、自动或电脑处理、或复印的任何正本单据，除非这些单据印有清晰的“正本”字样，并经发证单位授权的领导人手签证明。１８．ｃ．联运提单、迟期提单、简式提单不能接受。１８．ｄ．受益人指定的第三者为装船者不能接受，除非该第三者提单由装船者背书转受益人，再由受赠人背书后方可接受。１８．ｅ．信用证开立日期之前出具的单据不能接受。１８．ｆ．对于ｃ＆ｆ／ｃｉｆ货载，不接受租船提单，除非受益人提供租船合同、船长或大副收据、装船命令、货物配载图及或买方在信用证内所要求提供的其它单据副本各一份。１８．ｇ．卖方须将提单、发票及装箱单各两份副本随船带交目的口岸的买方收货代理人＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿。１８．ｈ．载运货船启碇后，卖方须立即航空邮寄全套单据副本一份给买方，三份给目的口岸的对外贸易运输公司分公司。１８．ｉ．卖方应负责赔偿买方因卖方失寄或迟寄上述单据而使买方遭受的一切损失。１８．ｊ．中华人民共和国境外的银行费用由卖方负担。【章名】 １９．合同所订货物如用空运，则本合同有关海运的一切条款均按空运条款执行。【章名】 ２０．危险品说明书凡属危险品及／或有毒，卖方必须提供其危险或有毒性能、运输、仓储和装卸注意事项以及防治、急救、消防方法的说明书，卖方应将此项说明书各三份随同其他装船单据航空邮寄给买方及目的口岸的＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿运输公司。【章名】 ２１．检验和索赔货物在目的口岸卸毕６０天内（如果用集装箱装运则在开箱后６０天）经中国进出口商品检验局复验，如发现品质、数量或重量以及其它任何方面与本合同规定不符，除属于保险公司或船行负责者外，买方有权凭上述检验局出具的检验证书向卖方提出退货或索赔。因退货或索赔引起的一切费用包括检验费、利息及损失均由卖方负担。在此情况下，凡货物适于抽样及寄送时如卖方要求，买方可将样品寄交卖方。【章名】 ２２．赔偿费因“人力不可抗拒”而推迟或不能交货者除外，如果卖方不能交货或不能按合同规定的条件交货，卖方应负责向买方赔偿由此而引起的一切损失和遭受的损害，包括买价及／或买价的差价、空舱费、滞期费，以及由此而引起的直接或间接损失。买方有权撤销全部或部分合同，但并不妨碍买方向卖方提出索赔的权利。【章名】 ２３．赔偿例外由于一般公认的“人力不可抗拒”原因而不能交货或延迟交货，卖方或买方都不负责任。但卖方应在事故发生后立即用电报或电传告买方并在事故发生后１５天内航空邮寄买方灾害发生地点之有关政府机关或商会所出具的证明，证实灾害存在。如果上述“人力不可抗拒”继续存在６０天以上，买方有权撤销合同的全部或一部。【章名】 ２４．仲裁双方同意对一切因执行和解释本合同条款所发生的争议，努力通过友好协商解决。在争议发生之日起一个合理的时间内，最多不超过９０天，协商不能取得对买卖双方都满意的结果时，如买方决定不向他认为合适的有管辖权的法院提出诉讼，则该争议应提交仲裁。除双方另有协议，仲裁应在中国北京举行，并按中国国际贸易促进委员会对外贸易仲裁委员会所制订的仲裁规则和程序进行仲裁，该仲裁为终局裁决，对双方均有约束力。仲裁费用除非另有决定，由败诉一方负担。卖方： 买方：【名称】 1. purchase contract【题注】 【章名】 whole doc.contract no:date:the buyer:the seller:the contract, made out, in chinese and english, both version beingequally authentic, by and between the seller and the buyer whereby theseller agrees to sell and the buyer agrees to buy the undermentioned goodssubject to terms and conditions set forth hereinafter as follows:1 name of commodity and specification2 country of origin & manufacturer3 unit price (packing charges included)4 quantity5 total value6 packing (seaworthy)7 insurance (to be covered by the buyer unless otherwise)8 time of shipment9 port of loading10 port of destinationmark shown as below in addition to the port of destination, packagenumber, gross and net weights, measurements and other marks as the buyermay require stencilled or marked conspicuously with fast and unfailingpigments on each package. in the case of dangerous and/or poisonous cargo(es), the seller is obliged to take care to ensure that the nature and thegenerally adopted symbol shall be marked conspicuously on each package.12 terms of payment:one month prior to the time of shipment the buyer shall open with thebank of _______an irrevocable letter of credit in favour of the sellerpayable at the issuing bank against presentation of documents asstipulated under clause 18. a. of section ii, the terms of delivery ofthis contract after departure of the carrying vessel. the said letter ofcredit shall remain in force till the 15th day after shipment.13 other terms:unless otherwise agreed and accepted by the buyer, all other mattersrelated to this contract shall be governed by section ii, the terms ofdelivery which shall form an integral part of this contract. anysupplementary terms and conditions that may be attached to this contractshall automatically prevail over the terms and conditions of this contractif such supplementary terms and conditions come in conflict with terms andconditions herein and shall be binding upon both parties.for the seller for the buyer【章名】 section 2

【章名】 14 fob/fas terms14.1 the shipping space for the contracted goods shall be booked bythe buyer or the buyers shipping agent __________.14.2 under fob terms, the seller shall undertake to load thecontracted goods on board the vessel nominated by the buyer on any datenotified by the buyer, within the time of shipment as stipulated in clause8 of this contract.14.3 under fas terms, the seller shall undertake to deliver thecontracted goods under the tackle of the vessel nominated by the buyer onany date notified by the buyer, within the time of shipment as stipulatedin clause 8 of this contract.14.4 10-15 days prior to the date of shipment, the buyer shall informthe seller by cable or telex of the contract number, name of vessel, etaof vessel, quantity to be loaded and the name of shipping agent, so as toenable the seller to contact the shipping agent direct and arrange theshipment of the goods. the seller shall advise by cable or telex in timethe buyer of the result thereof. should, for certain reasons, it becomenecessary for the buyer to replace the named vessel with another one, orshould the named vessel arrive at the port of shipment earlier or laterthan the date of arrival as previously notified to the seller, the buyeror its shipping agent shall advise the seller to this effect in due time.the seller shall also keep in close contact with the agent or the buyer.14.5 should the seller fail to load the goods on board or to deliverthe goods under the tackle of the vessel booked by the buyer. within thetime as notified by the buyer, after its arrival at the port of shipmentthe seller shall be fully liable to the buyer and responsible for alllosses and expenses such as dead freight, demurrage. consequential lossesincurred upon and/or suffered by the buyer.14.6 should the vessel be withdrawn or replaced or delayed eventuallyor the cargo be shut out etc., and the seller be not informed in good timeto stop delivery of the cargo, the calculation of the loss in storageexpenses and insurance premium thus sustained at the loading port shall bebased on the loading date notified by the agent to the seller (or based onthe date of the arrival of the cargo at the loading port in case the cargoshould arrive there later than the notified loading date). theabovementioned loss to be calculated from the 16th day after expiry of thefree storage time at the port should be borne by the buyer with theexception of force majeure. however, the seller shall still undertake toload the cargo immediately upon the carrying vessels arrival at theloading port at its own risk and expenses. the payment of the afore-saidexpenses shall be effected against presentation of the original vouchersafter the buyers verification.【章名】 15 c&f terms15.1 the seller shall ship the goods within the time as stipulated inclause 8 of this contract by a direct vessel sailing from the port ofloading to china port. transhipment on route is not allowed without thebuyers prior consent. the goods shall not be carried by vessels flyingflags of countries not acceptable to the port authorities of china.15.2 the carrying vessel chartered by the seller shall be seaworthyand cargoworthy. the seller shall be obliged to act prudently andconscientiously when selecting the vessel and the carrier when charteringsuch vessel. the buyer is justified in not accepting vessels chartered bythe seller that are not members of the piclub.15.3 the carrying vessel chartered by the seller shall sail and arriveat the port of destination within the normal and reasonable period oftime. any unreasonable aviation or delay is not allowed.15.4 the age of the carrying vessel chartered by the seller shall notexceed 15 years. in case her age exceeds 15 years, the extra averageinsurance premium thus incurred shall be borne by the seller. vessel over20 years of age shall in no event be acceptable to the buyer.15.5 for cargo lots over 1,000 m/t each, or any other lots less than1,000 metric tons but identified by the buyer, the seller shall, at least10 days prior to the date of shipment, inform the buyer by telex or cableof the following information: the contract number, the name of commodity,quantity, the name of the carrying vessel, the age, nationality, andparticulars of the carrying vessel, the expected date of loading, theexpected time of arrival at the port of destination, the name, telex andcable address of the carrier.15.6 for cargo lots over 1,000 m/t each, or any other lots less than1,000 metric tons but identified by the buyer, the master of the carryingvessel shall notify the buyer respectively 7 (seven) days and 24(twenty-four) hours prior to the arrival of the vessel at the port ofdestination, by telex or cable about its eta (expected time of arrival),contract number, the name of commodity, and quantity.15.7 if goods are to be shipped per liner vessel under liner bill oflading, the carrying vessel must be classified as the highest ____________or equivalent class as per the institute classification clause and shallbe so maintained throughout the duration of the relevant bill of lading.nevertheless, the maximum age of the vessel shall not exceed 20 years atthe date of loading. the seller shall bear the average insurance premiumfor liner vessel older than 20 years. under no circum -stances shall thebuyer accept vessel over 25 years of age.15.8 for break bulk cargoes, if goods are shipped in containers by theseller without prior consent of the buyer, a compensation of a certainamount to be agreed upon by both parties shall be payable to the buyer bythe seller.15.9 the seller shall maintain close contact with the carrying vesseland shall notify the buyer by fastest means of communication about any andall accidents that may occur while the carrying vessel is on route. theseller shall assume full responsibility and shall compensate the buyer forall losses incurred for its failure to give timely advice or notificationto the buyer.

海洋运输货物保险条款（附英文） 一、责任范围 本保险分为平安险、水渍险及一切险三种。被保险货物遭受损失时，本保险按照保险单上订明承保险别的条款规定，负赔偿责任。 （一）平安险 本保险负责赔偿： 1、被保险货物在运输途中由于恶劣气候、雷电、海啸、地震、洪水自然灾害造成整批货物的全部损失或推定全损。当被保险人要求赔付推定全损时，须将受损货物及其权利委付给保险公司。被保险货物用驳船运往或运离海轮的，每一驳船所装的货物可视作一个整批。推定全损是指被保险货物的实际全损已经不可避免，或者恢复、修复受损货物以及运送货物到原订目的地的费用超过该目的地的货物价值。 2、由于运输工具遭受搁浅、触礁、沉没、互撞、与流冰或其他物体碰撞以及失火、爆炸意外事故造成货物的全部或部份损失。 3、在运输工具已经发生搁浅、触礁、沉没、焚毁意外事故的情况下，货物在此前后又在海上遭受恶劣气候、雷电、海啸等自然灾害所造成的部份损失。 4、在装卸或转运时由于一件或数件整件货物落海造成的全部或部份损失。 5、被保险人对遭受承保责任内危险的货物采取抢救、防止或减少货损的措施而支付的合理费用，但以不超过该批被救货物的保险金额为限。 6、运输工具遭遇海难后，在避难港由于卸货所引起的损失以及在中途港，避难港由于卸货，存仓以及运送货物所产生的特别费用。 7、共同海损的牺牲、分摊和救助费用。 8、运输契约订有“船舶互撞责任”条款，根据该条款规定应由货方偿还船方的损失。 （二）水渍险 除包括上列平安险的各项责任外，本保险还负责被保险货物由于恶劣气候、雷电、海啸、地震、洪水自然灾害所造成的部份损失。 （三）一切险 除包括上列平安险和水渍险的各项责任外，本保险还负责被保险货物在运输途中由于外来原因所致的全部或部分损失。 二、除外责任 本保险对下列损失不负赔偿责任： （一）被保险人的故意行为或过失所造成的损失。 （二）属于发货人责任所引起的损失。 （三）在保险责任开始前，被保险货物已存在的品质不良或数量短差所造成的损失。 （四）被保险货物的自然损耗、本质缺陷、特性以及市价跌落；运输迟延所引起的损失或费用。 （五）本公司海洋运输货物战争险条款和货物运输罢工险条款规定的责任范围和除外责任。 三、责任起讫 （一）本保险负“仓至仓”责任，自被保险货物运离保险单所载明的起运地仓库或储存处所开始运输时生效，包括正常运输过程中的海上、陆上、内河和驳船运输在内，直至该项货物到达保险单所载明目的地收货人的最后仓库或储存处所或被保险人用作分配、分派或非正常运输的其他储存处所为止。如末抵达上述仓库或储存处所，则以被保险货物在最后卸载港全部卸离海轮后满六十天为止。如在上述六十天内被保险货物需转运到非保险单所载 明的目的地时，则以该项货物开始转运时终止。 （二）由于被保险人无法控制的运输延迟、绕道、被迫卸货、重行装载、转载或承运人运用运输契约赋予的权限所作的任何航海上的变更或终止运输契约，致使被保险货物运到非保险单所载明目的地时，在被保险人及时将获知的情况通知保险人，并在必要时加缴保险费的情况下，本保险仍继续有效，保险责任按下列规定终止。 1、被保险货物如在非保险单所载明的目的地出售，保险责任至交货时为止，但不论任何情况下，均以被保险货物在卸载港全部卸离海轮后满六十天为止。 2、被保险货物如在上述六十天期限内继续运往保险单所载原目的地或其他目的地时，保险责任仍按上述第（一）款的规定终止。 四、被保险人的义务 被保险人应按照以下规定的应尽义务办理有关事项，如因未履行规定的义务而影响保险人利益时，本公司对有关损失，有权拒绝赔偿。 （一）当被保险货物运抵保险单所载明的目的港（地）以后，被保险人应及时提货，当发现被保险货物遭受任何损失，应即向保险单上所载明的检验、理赔代理人申请检验，如发现被保险货物整件短少或有明显残损痕迹应即向承运人、受托人或有关当局（海关、港务当局等）索取货损货差证明。如果货损货差是由于承运人、受托人或其他有关方面的责任所造成，并应以书面方式向他们提出索赔，必要时还须取得延长时效的认证。

PROXY AGREEMENT This Shareholders/owners’ voting Rights Proxy Agreement (the “Agreement") is entered into as of among the following parties: Party A: Registered Address: Chairman: Party B: The undersigned Shareholders/owners of ，the a business entity incorporated under the laws of China (‘‘Business Entity”). RECITALS A Party A, is a wholly foreign-owned limited company incorporated under the laws of China. which engages in the business of beauty industry and its management. B. As of the date of the Agreement Party B are the shareholders/owners of Business Entity each legally holds the equity interest in Business Entity set forth Party B’s name below. The total shares held by Party B collectively represent IOO% of Business Entity. C, Party B desires to grant to the Board of Directors of Parry A a proxy to vote all of Party B’s shares in Business Entity for the maximum period of time permitted by law in consideration of the issuance to Party B of shares and for other good and valuable consideration. NOW THE REFORE , the parties agree as follows: 1. Party B hereby agrees to irrevocably grant and entrust Party A. for the maximum period permitted by law, with all of Party B’s voting rights as a shareholder of Business Entity. Party A shall exercise such rights in accordance with and within the limitations of the laws of the PRC and the articles of association of Business Entity, 2.PartyA may from time to time establish and amend rules to govern how Party A shall exercise the powers granted to it by Party B herein, including, but not limited to, the number or percentage of directors of Parry A which shall be required to authorize or take any action and to sign documents evidencing the taking of such action, and Party A shall only take action in accordance with such rules 3.All Parties to this人agreement hereby acknowledge that, regardless of any change in the equity intercsts of Business Entity, Party B shall appoint the person designated by Party A with the voting rights hold by Party B. Party B shall not transfer its equity interests of Business Entity to any individual or company (other than Party A or the individuals or entities designated by Party A).Party B acknowledges that it will continue to perform this Agreement even if one or more than one of them no longer hold the equity interests of Business Entity. 4 This Agreement has been duly executed by the Parties, and, in the case of a Party which is not a natural person, has been duly authorized by all necessary corporate or other action by such Party and executed and delivered by such Parry’s duly authorized representatives. as of the date first set forth above and shall be effective simultaneously. Pledge Agreement (Gym) 4． 5. Party B represents and warrants to Party A that Party B owns all of the shares of Business Entity set forth below its name on the signature page below. free and clear of all liens and encumbrances, and Party B has not granted to anyone, other than Party A, a power of attorney or proxy over any of such shares or in Party B’s rights as a shareholder of Business Entity. Party B further reprcesents and warrants that the execution and delivery of this Agreement by Party B will not violate any law, regulations, judicial or administrative order, arbitration award, agreement, contract or covenant applicable to Party B. 6. This Agreement may not be terminated without the unanimous consent of both Parties, except that Party A may, by giving thirty (30) days prior written notice to Party B hereto. terminate this Agreement 7. Any amendment and/or rescission shall be agreed by the Parties in writing. 8. The execution, validity, construction and performance of this Agreement shall be governed by the laws of PRC. 9. This Agreement has been executed in three (3) duplicate originals in English, each Party has received one (l) duplicate original, and all originals shall be equally valid. I0. Both Parties agree that in case of disputes arising from this Agreement, both Parties shall settle their dispute through mediation, not in a lawsuit brought in Court. If the Parties cannot reach a settlement 45 days after the mediation x the dispute shall be referred to and determined by arbitration in the China International F. Economic and Trade Arbitration Commission(”CIFTAC") Shanghai Branch upon the initiation of either Party in accordance with the prevailing arbitration rules of CIETAC. The written decision of the arbitrator shall be binding and conclusive on the Parties hereto and enforceable in any court of competent jurisdiction.

保密协议范本 Party A: Party B： Whereas： Exchanging of relevant business and technological information is required for the ongoing business discussions or cooperation between Party A and Party B with respect to ,this agreement is entered into by and between Party A and Party B through friendly consultations and under the principle of mutual benefit and joint development. Article One Definition of Confidential Information Confidential information refers to data and information with respect to relevant businesses and technologies, whether in written or other forms, that have been disclosed by either Party A or Party B to the other party with clear label or designation of confidential information’ (hereinafter referred to as ’ confidential information’) ,excluding the following data and information: 1. Information that is already or to be make public available, except those disclosed by either Party A or Party B or their representatives in violation or this agreement and without authorization; 2. Non-confidential information that has come to the, attention of the receiving party before the disclosure of the other party; 3. Non-confidential information offered by either party, before the disclosure of which the receiving party is not informed of the fact that the provider of this information (a third party) has signed a binding confidentiality agreement with the party disclosing the non-confidential information under this agreement, and the receiving party may reasonably presume that the information discloser is not forbidden to offer the information to the receiving party. Article Two Obligations and Liabilities (1) Both Party A and Party B represent to the other party as the provider and receiver of confidential information, and thus both undertake confidentiality obligations and liabilities. (2) Neither Party A nor Party B shall disclose or make public any confidential information to a third party (including the press) or otherwise make use of the confidential information without the written approval of the other party; Both parties are obliged to urge their representatives not to disclose or make public any confidential information to a third party (including the press) or otherwise make use of the confidential information unless the disclosure, publicity and application of’ the confidential information is required by the due performance of the obligations of the two parties in association with the undertaking and proceeding of the cooperative programs under normal circumstances(including obligations to be assumed by both parties in the future pursuant to the law and the contracts signed by the two parties). (3) Both parties shall strictly limit the access to the confidential information to their responsible representatives only for the purposes specified hereunder. (4) Neither party shall provide a third party with copies or duplicates of the confidential information disclosed by the other party or its representative, whether intentionally or not, unless the disclosure is allowed by a written agreement signed by the two parties. Article Three Intellectual Property Rights Disclosure of the confidential information by either Party A or Party B to the other party or its representatives shall not be construed to constitute an assignment or grant to the other party or its representatives of the rights and interests in relation to its trade secrets, trademarks, patents, know-how or any other intel lectual property, nor shall it constitute an assignment or grant to the other party or its representatives the rights and interests In relation to the trade secrets, trademarks, patents, know-how, or any other intellectual property authorized by a third party. Article Four Preservation and Application of the Confidential Information (1) Either Party A or Party B has the right to preserve neccssary confidential information, so as to make use of which in implementing binding laws, regulations, and obligations under their cooperative programs. (2) Either Party A or Party B has the right to make use or the confidential inrormation to defend against any claims, lawsuits, judicial proceedings, and accusations towards the receiving party or its representatives in relation to the programs hereunder and relevant affairs, or to respond to summons, subpoena, or other legal proceedings with respect to the programs hereunder and relevant affairs. (3) Either party can, in light of actual demand, disclose the confidential information in any reports, statements or certificates submitted to any regulatory organs at municipal, provincial, central, or other levels that have jurisdiction or assert having jurisdiction over the receiving party, after informing the other party in written form and making acopy for the other party of the disclosed information. Article Five Dispute Settlement and Governing Laws This agreement shall be governed by and be interpreted in accordance with the laws of the People ’ s Republic of China. With respect to any issues, disputes, lawsuits or proceedings arising from or in connection with the rights and obligations of’ the parties here under, the two parties shall irrevocably accept the jurisdiction or the people ’scourts of the People t ’s Republic of China. Article Six Term of the Agreement (1) This agreement shall remain effective for years, and shall come into force as from the date when both parties sign and stamp the company chop on the agreement. (2) This agreement shall be held in four copies of’ the same form. Fach party shall preserve two copies with equal legal effect. Party A： Address: Tel: Postal Code: (Seal) Signature of’ Legal Representative (or Authorized Representative) : Party B： Address: Tel: Postal Code:

MUTUAL NONDISCLOSURE AGREEMENT This Mutual Nondisclosure Agreement, effective as of 2005, is being entered into between and [insert correct company name and address](“Company") relative to Confidiential Information supplied to Citect Pty. Ltd’s China operations “Citect") for the Contract No: Contract 003 for Software Supply and Services effective October 15, 2003. 1, The Company and ESI each agree not to divulge to third parties, without the prior written consent of the other, any confidential information obtained from or through the other in connection with the performance of this Agreement (the “Confidential Information". including the terms of this Agreement. Confidential Information may include, without limitation, trade secrets, processes, formulae, source code materials, specifications, programs, software packages, test results, technical know-how, methods and procedures of operation, business or marketing plans, customer lists, proposals, and licensed documentation. The Company and ESI hereby confirm that they will not use any confidential Information of the other party, except in furtherance of the purpose(s) set forth hereinabove, and agree that each will also take all reasonable steps to prevent its employees and consultants from using or disclosing any of the other party’s Confidential Information except as required for the performance of their duties hereunder. ESI and the Company will mark all Confidential Information with the word "Confidential" and will instruct their employees to identify as confidential any such information which is not in written form. Any information disclosed orally shall be followed by a written confirmation there of, specifying the date and subject of the disclosure, within thirty (30) days. 2. Information shall not be considered confidential if it: a. is contained in a printed publication prior to the date of this Agreement; or b. is or becomes publicly known through no wrongful act or failure to act on the part of the receiving party; or C. is rightfully known by the receiving party without any proprietary restrictions at the time of receipt of such information from the disclosing party or becomes rightfully known to the receiving party without proprietary restrictions from a source other than a party to this Agreement; or d. is required by law to be disclosed by the receiving party; provided that the receiving party promptly notifies the other party and takes reasonable steps to limit such disclosure permissible under law; or e. is independently developed by any employee or agent of the receiving party who has not had access to or been informed of the information in question. 3. Information disclosed under this Agreement shall not be deemed to be within the foregoing exceptions merely because such information is embrace more general information in the public domain or in the receiving party’s possession. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the receiving party’s possession, but only if the combination itself and its principle of operation are in the public domain or in the receiving party’s possession. 4．Unless or the Company requests otherwise, each party may destroy the other party’s Confidential Information in its possession after it is no longer required by the parties in furtherance of the purposes set forth hereinabove. Upon the request of either party, each party will deliver to the other party and erase from the memory its computer and computer storage devices, or render non readable all remaining materials belonging to the other party and any copies or abstracts thereof, whether or not of a confidential nature. 5. Neither the execution of this Agreement nor the furnishing of Confidential Information by either party shall be construed as granting to the receiving party either expressly, by implication, estoppel, or otherwise, any license or right to make any use of any such Confidential Information, except as otherwise provided herein, and the receiving party agrees that neither it nor any of its subsidiaries, affiliates, officers, directors, employees, agents or representatives will make use thereof without the specific and express written consent of the disclosing party prior to such use. Furthermore, the receiving party agrees that Confidential Information disclosed hereunder is the sole property of the disclosing party and that the receiving party has no proprietary interest therein whatsoever. 6. Except as otherwise agreed in writing by the parties and subject to the confidentiality restrictions contained herein, the parties agree that either party may meet, exchange information, enter into agreements, and conduct business relationships of any kind with third parties to the exclusion of the other party hereto relating to projects which are the same or similar to those described above. Subject to the terms and conditions of this Agreement and except as otherwise agreed to in writin by the parties, discussion and/or communications between the parties hereto will not impair the right of either party to develop, make, use, procure, and/or market products or services now or in the future that may be competitive with those offered by the other, nor to develop and provide products to competitors of the other party, nor require either party to disclose any planning or other information to the other. Neither party has made any commitment hereunder to the other regarding the consummation of any proposed business relationship and each party will bear its own costs and expenses in connection with this Agreement whether or not such a relationship is consummated. 7. The parties agree that any and all Confidential Information shall be exported outside the United States only in compliance with all applicable United States export control laws. The receiving party will not directly or indirectly use or re-export disclosed Confidential Information in any manner contrary to U.S. export laws and regulations, including but not limited to use in nuclear, chemical/biological warfare and/or missile activities. The receiving party also agrees that it will not, without first procuring a BXA license or License Exception, (a) re-export or release any disclosed Confidential Information to a national of a country in Country code D:1 or E:2; nor (b) export to Country Groups D:1 0r E:2 the direct product of the disclosed Confidential Information, if such foreign produced product is subject to national security controls as identified on the commerce Control List (See General Prohibition Three Sec.736.2(b)(3) of the Export Administration Regulations). The obligations of this section 7 shall survive any expiration or termination of this Agreement. 8. The nondisclosure obligations of both parties under this Agreement shall terminate on the earlier of five (5) years from the date of disclosure or when the information is no longer confidential. 9. This Agreement shall be construed according to the laws of the State of Texas. The state and federal courts in the State of Texas shall have jurisdiction over any suit or proceeding brought in connection with this Agreement. 10. This Agreement sets forth the entire agreement and understanding between the Parties as to confidentiality and non-disclosure of Confidential Information and supersedes, cancels, and merges all agreements, negotiations, commitments, writings, and discussions between them as to the subject matter prior to the date of this Agreement. No chance, modification, alteration or addition to any provision hereof shall be binding unless in writing and signed by an authorized representative of both Parties.

股东合作协议书 Shareholders ’ Cooperation Agreement 甲方名称：*********有限责任公司 地 址：********** 电 话：********** 传 真：********** 法定代表人：********** Party A: ********** Co., ltd. Address: No. ********, ******** Road, ******** City, ******** Province Tel: ********** Fax: ********** legal representative: ********** 乙方名称：**********有限公司 地 址：********** 座 机：********** 移动固话：********** 传 真：********** 法定代表人：********** Party B: ********** Co., Ltd Address: Room**********, ********** Road,********** District,Beijing, China Tel: ********** Mobile: ********** Fax: ********** legal representative: ********** 丙方名称：********** 地 址：********** Phone ：********** Fax ：********** 法定代表人：********** Party C: ********** Address: ********** Tel: ********** Fax ：**********

英文合同中的“根据、依据、按照”的表达 ?/ (2012-06-10 16:04:47) /转载▼ 标签：? 英文合同 ? 杂谈 分类：?英文合同条款术语参考资料  / “根据，依据、按照”的表达在英文合同中使用非常频繁，特别是重要的责任义务条款和规定，要么依据法律法规，要么依据本合同其他条款的相应规定。因此，必须对此类表达非常明确，不可含糊。常用的表达方式有： in accordance with; under; pursuant to，according to，?subject to，on the basis of?等等。 ? 例??中标人的投标保证金，?在中标人按本须知第34条规定签订合同，按本须知第35条规定交纳了履约保证金，并按本须知第36条规定交纳了招标服务费后予以退还。 The successful Bidder’s bid security wi11 be discharged upon the Bidder signing the contract, pursuant to?ITB Clause 34, and furnishing the performance security,?pursuant to?ITB Clause 35,and payment of Tendering service fee?pursuant to?ITB Clause 36. ? 例??Agency shall not commence work on any project?pursuant to?this Agreement without first estimating costs for preparation, including copy, service layout, art, engraving, typography, processing, paste up and production. After determining the estimated cost, completion of the work shall be subject to Advertiser’s prior approval. 根据此协议，代理商不可以不进行任何费用评估就开始对任何项目的工作，包括：复印，服务设计，版画，版面设计，加工，粘贴和生产。在决定预计费用后，工作的完成应由广告商的预先批准。 ? 例??The bid security is required to protect the Tendering Agent and the Tenderer against the risk of Bidder’s conduct which would warrant the security’s forfeiture,?pursuant to?ITB Clause 15.7. 投标保证金是为了保护招标机构和招标人免遭因投标人的行为而蒙受损失。招标机构和招标人在因投标人的行为受到损害时可根据本须知第15.7条的规定没收投标人的投标保证金。 ? 例??During the term of this Agreement, Agency may not accept employment from render services to represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any product or service directly or indirectly competitive with or similar to any product or service of Advertiser with respect to which the Agency is providing any service?pursuant to?this Agreement. 在此协议期间，代理商不得接受来自雇用机构的聘用，来代表或和任何与广告商的任何或类似的产品或服务直接或间接竞争的人，公司，企业或实体联系，根据此协议，代理商不可提供任何服务给他们。 ? 例??This Agreement shall be construed and enforced?in accordance with?the laws of the state of China. 本协议应根据中国的法律来理解和实施。 ? 例??招标人根据招标项目的具体情况，可以组织潜在投标人踏勘项目现场。 In accordance with?the specific circumstances of the project for which bids are invited, the bid inviting party may organize an on-the-spot survey of the project for the potential bidders. ? 例??On the FOB basis, the Buyer shall book shipping space?in accordance with?the date of shipment specified in the Contract. 按照FOB条件，由买方负责根据合同规定的装运日期洽定舱位。 ? 例Advertiser shall not be obligated to reimburse Agency for any travel or other out-of-pocket expenses incurred in the performance of services?pursuant to?this Agreement unless expressly agreed by Advertiser in advance. 广告商将没有责任支付根据此项协议任何在执行此服务中所产生的任何旅行费用或其它实付费用，除非提前由由广告商明确同意。 ? 例??The contractor shall,?in accordance with?this contract, enjoy full autonomy in its business operation and be responsible for their own profits and losses. 承包方依合同规定自主经营、自负盈亏。

HR Outsourcing Services Contract [Company Name], a company established and existing with its registered address at________________________________ Tel at________________ (hereinafter referred to as the “Party A”) and 东营邦芒人力资源有限公司 [Company Name], a company established and existing with its registered address at 东营市东营区泰西巷10-2号 Tel at 0546-7169726 (hereinafter referred to as the “Party B”) In accordance with stipulation of the " Contract Law of the People’’s Republic of China ", the " Labor Law of the People’s Republic of China ", the " Labor Contract Law of People’s Republic of China Labor Contract Law" and other relevant laws and regulations, through friendly negotiation, have signed this Contract (hereinafter referred to as This Contract) on a basis of equal and mutual benefit and agreed to the terms and conditions stipulated below for HR Outsourcing Services. ARTICLE 1 GENERAL TERMS AND CONDITIONS 1. Either party shall provide the other party legitimate and effective copies of documents for registration and approval of government authorities that can show it is a company duly organized and existing under the laws of Chinese government. Unless otherwise provided herein, "Party B" includes B Company and its affiliates or authorized companies. The obligations concerning its performance of the Contract shall be at Party B’s side. “Affiliate” means any company directly or indirectly controlled by, controlling by Party B, including company under direct or indirect common control by Company or natural individual. “Control” means either the ownership of fifty percent (50%) or more of the ordinary share of capital of the company carrying the right to vote at general meetings. 2. Scope of Services Party B be entrusted as agent of Party A and shall have obligation to provide the services listed hereinafter (Choose by mark √) □ 2.1 Social insurance enrollment and payment 2.1.1 to exercise Social Insurance, such as Endowment Insurance, Medical Insurance, Unemployment Insurance, Employment Injury Insurance and Maternity Insurance (hereinafter referred to as “FSI”), enrollment in Social Insurance Management System (hereinafter referred to as “SIMS”). 2.1.2 to remove insured staff from SIMS and exercise transfer procedures in accordance with state regulations. 2.1.3 to make change to salary base of social insurance 2.1.4 to reimburse medical expenses 2.1.5 to claim for maternity allowance 2.1.6 to claim for work injury compensation 2.1.7 to provide social insurance policy consultation 2.1.8 to handle disputes, unusual circumstances related to social insurance 2.1.9 to deal with other matters related to social insurance □2.2 Housing fund services 2.2.1 to conduct enrollment procedures concerning housing fund (hereinafter referred to as “HF”) 2.2.2 to remove staff from the Housing fund Management System and exercise transfer procedures 2.2.3 to help to draw Housing fund 2.2.4 to assist housing fund loans 2.2.5 to handle disputes, unusual circumstances related to housing fund 2.2.6 Other matters related to housing fund □2.3 Payroll agency services 2.3.1 to handle and pay employee’s salary 2.3.2 to apply for bank cards for salary payment 2.3.3 to exercise individual income tax declaration and payment 2.3.4 to provide private and confidential payslip 2.3.5 to handle with other services in connection with payroll services

Trust agreement The principal (since the benefit beneficiary) : ________________ The legal representative: _____________________ Business address or address: ______________________ Contact: ____________________________ The telephone number: ____________________________ The agent: ______________________________ The legal representative: __________________________ Has his domicile: ______________________________ The telephone number: ____________________________ He: beneficiary beneficiary: _________________________ In view of the: 1. The principal and other investors joint contribution, entrust _______ trust investment Co., LTD. (hereinafter referred to as the "trust and investment company") was established "the equity transfer funds from inspected _______ trust plans" (hereinafter referred to as "share purchase trust plan"); 2. The principal in share purchase trust under a plan, according to its respectively with the trust and investment company of the signed _______ inspected equity transfer funds from the trust project C capital trust agreement (particular benefit class) "(hereinafter referred to as" particular benefit trust agreement ") and related to the provisions of the trust documents, delivered in the trust funds _______ ten thousand yuan, become the trust under a particular beneficiary (hereinafter referred to as the particular beneficiary beneficiary), enjoy including in the project under the income trust a particular trust earnings (hereinafter referred to as "specific trust earnings"), the beneficial right of the trust; 3. According to share purchase trust under a plan the _______ Co., LTD operator selection standards ", select produced _______ for _______ Co., LTD (hereinafter referred to as "_______") of the company general manager candidates, and will be in accordance with the legal procedures _______ by the board of directors of the company employed. The stakes for the duration of the trust, the company set up in _______ to operator’s good incentive mechanism, the principal and the agent together in accordance with the trust law of the People’s Republic, the measures for the administration of trust and investment companies "and" contract law of the People’s Republic of China and other relevant laws, regulations and rules, signed this property trust agreement (hereinafter referred to as the "agreement"). Article 1 purpose trust Based on the principal of the trustee trust, common in the stakes in voluntary trust under a plan according to the trust and investment company with respectively of the signed particular benefit from the trust of agreement and the other to the provisions of the trust documents, gain the trust specific remuneration, common entrusted to the trustee and the trustee in their own name, in line with "entrusted by the people, and financial management" idea, according to the provisions of this agreement of this agreement, the beneficiary beneficiary benefit maximization as the principle, management, operation and dispose of the foregoing trust and its proceeds earnings, to establish an enterprise operator to _______ effective incentive mechanism, so as to promote the realization of the principal investment income. To achieve the purposes of the trust, all the client to acknowledge and agree that, according to this agreement shall give operators the beneficial right of the trust, and jointly designated by the trustee, and in accordance with the provisions of this agreement, the implementation of the above the beneficial right of the trust. Article 2 the beneficiary This trust for PE and his profit from the combination of the trust. This trust the beneficiary beneficiary of the agreement includes: 1. Since the beneficial beneficiary beneficiary, which is the principal; And _______. 2. He beneficial beneficiary beneficiary, namely operators, namely the lady for _______. Mr. Company in _______ share purchase trust plans, according to the operator selection rules of produce the selection, and in accordance with the legal procedures of the board of directors of the company employed by _______ _______ company general manager candidates, in obtain hire, will be in the duration of the trust company _______ operators. Article 3 the entrusted property and delivery This trust under a trustee trust to the trustee management and use of property, according to the client for share purchase trust "under the provisions of the trust documents specific trust usufruct. The right range and delivery as follows: 1. Specific trust usufruct Under this agreement to the trustee to entrust the management, utilization and dispose of the property, the stakes for the trust plans under a trust and investment company respectively with the signing of the particular benefit trust agreement article 12 (1) as prescribed in the trust of the specific remuneration, namely the priority of priority of the earnings of the beneficiary and ordinary beneficiary’s simple earnings are satisfied, total trust if there are still residual income, beneficiary beneficiary for the rest of the part of all the distribution of income trust has claim, including the principal according to share purchase trust plans and the corresponding trust agreement by buying preferred beneficiary beneficiary and common of the trust of the beneficiary has specific trust usufruct. The foregoing trust and limiting earnings, according to the specific benefits trust agreement and share purchase trust trust plans of certain. 2. Specific delivery of the earnings of the trust This agreement is effective for the client to the delivery of the foregoing trust usufruct. The above specified in the trust earnings share purchase trust plans of the trust of the gains achieved, the stakes in the trust plans of the trust and investment companies in the allocation of transfer directly to the trustee under this agreement to open a special account of the trust of the capital. The trustee of a special account for capital trust open information is as follows: Account: ________________________ Banks: ________________________

委托代理合同 Agreement of Agency 沪四维法代字（2012）第 号 HUSIWEIFADAIZI(2012)NO: 委托方： Authorizing Party (hereinafter referred as Party A): 受托方：xxx Authorized Party (hereinafter referred as Party B): x 委托方因 一案，委托XXXX作为代理人，受托方接受委托方的委托，经双方协商，达成如下委托代理合同： Party A hereby authorizes Party B to be the attorney-at-law in the case (the first instance) of the . Both parties agree to enter into the agreement therefore on the following terms. 一、受托方指派 担任委托方上述案件的代理人，受托方应按照《中华人民共和国律师法》的有关规定，保护委托方的合法权益，参与处理本案有关的活动。 1. Party A does hereby grant and , attorneys-at-law of to be the legal representatives of the above-mentioned case. Party B shall protect the legally rights and interests of Party A according to “the Lawyers Law of the People’s Republic of China”. 二、委托方应向受托方叙述真实案情，并提供有关证据；受托方发现委托方未能阐述真实案情，或提供虚假证据时，有权终止代理。委托方同意，因上述情况引起本案终止，将支付已发生的律师费和其他费用（膳宿费、差旅费、通讯费和办案杂费等）。 2. The evidences, documents and proofs concerned provided by Party A to Party B should be based on real facts. Party B may terminate the Agreement when the evidences, documents and proofs of the case stated are found not authentic. Party A agrees to pay the attorney fees and other costs and expenses (including expenses for board and lodging, business trips, communications, etc.,) taken under such circumstances. 三、委托方在向受托方提交证据材料的影印件时应当同时提交原件以供受托方核对，原件由委托方保管；如必须由受托方保管时，委托方可向受托方索要收妥该原件材料的凭证及清单。受托方有义务对委托方的商业秘密和个人隐私予以保密，但向司法机关、国家行政主管机关和为办理案件需要，经委托方同意的第三人披露不在此限。 3. Without written consent of Party A, Party B agrees not to disclose and/or spread to any third party (excluding the hearing courts), any material and information, which provided by Party A and/or acquired by Party B during the period of agency. 四、受托方代理本案期间，因职务性疏忽或过失造成委托方经济损失，依法应由受托方承担经济赔偿责任的，受托方须对此损失予以赔偿。受托方的责任赔偿限额和追诉时效为司法行政机关规定，受托方投保的保险公司《律师职业责任保险条款》规定的赔偿限额和追诉时效。 4. Because of the position of the fault or neglect of the economic loss caused by party B, Party B shall be entrusted to assume economic liability and shall compensate for such losses. Party B’s liability limitation and the limitation of prosecution was made by the judicial administrative organ and the insurance company to" lawyer occupation liability insurance clause" provisions of the limitation of compensation and limitation of prosecution. 五、本案基于委托方对真实案情的叙述和受托方对案件难易程度的评估，双方经协商，同意律师费按如下办法支付： 按工作小时收费：XXXX元人民币/时，按阶段提供工作记录，按阶段计算工作小时并支付律师费。 上述律师费不包括为办理本案件所花费的膳宿费、差旅费、翻译费、通讯费和其他办案杂费。 委托方未及时支付律师费或对工作时间有异议的，受托方有权暂时停止工作。 5. Based on the statement and comment made by Party A, both parties agree that, the attorney fees will be paid as follows: The attorney fees shall be paid according to the working time: RMB2500/hour, we will provide the detailed working record and the fees should be paid according to the record. The above-mentioned attorney fees do not include the costs for board and lodging, traveling, communication, etc., arising in the captioned case. Party B will reimburse such costs by bills. If Party A does not pay the amount accordingly, Party B would suspend the work. 六、委托代理合同一经签订，任何一方不得无故解除。 因客观情况发生变化，致本合同的代理事项已不复存在（如：诉讼案件法院不予受理、当事人死亡等），委托方提出解除本合同要求的，经受托方同意，可以解除本合同。在此情况下，委托方同意根据律师工作量、办案进程、案件处理效果等因素支付与之相当的律师费和其他费用，受托方业已收取的律师费之超出部分应予退还。受托方尚未开始工作的，退还部分不超过全部律师的80％；受托方业已开始工作的，退还部分不超过全部律师费的50％。