下载文档原格式
VC和PE的概念及区别PE”即Private Equity，我们将其译为“私募股权”。
在国内，也有不少同仁将其翻译为“私人股权”、“私人权益”、“私人股权投资”、“私人权益资本”等等。
私募股权(PE)是一种金融工具(FINANCE INSTRUMENT)，也是一种投融资后的权益表现形式。
私募股权(PE)与公司债券(corporate bond)、贷款(loan)、股票(stock)等具有同质性。
但其本质特征(区别)主要在于：第一，私募股权(PE)不是一种负债式的金融工具，这与股票(stock)等相似，并与公司债券(corporate bond)、贷款(loan)等有本质区别；第二，私募股权(PE)在融资模式(financing mode)方面属于私下募集(private placement)，这与贷款(loan)等相似，并与公司债券(corporate bond)、股票(stock)等有本质区别；第三，私募股权(PE)主要是投资于尚未IPO(首次公开募股)的企业而产生的权益；第四，私募股权(PE)不能在股票市场上自由地交易；第五，其他从略。
从法律的角度讲，私募股权(PE)体现的不是债权债务关系。
它与债(debt)有本质的区别。
总之，私募股权(PE)是Equity(股权或权益)之一种，既能发挥融资功能，又能代表投资权益。
VC是这两年来被国内商业圈和媒体最为广泛接受的一个外来词。
VC的英文是Venture Capital，中文翻译成“风险投资”或“风险资本”。
台湾的徐大麟就主张应该翻译成“创业投资”。
其实翻译成“创业投资”尽管比“风险投资”好，但也还是不完全正确。
所谓风险投资，根据美国全美风险投资协会的定义，是指由职业金融家投入到新兴的、迅速发展的、有巨大竞争潜力的企业中的一种权益资本。
风险投资也可以理解为一个动态循环的过程。
风险投资者以自身的相关产业或行业的专业知识与实践经验，结合高效的企业管理技能与金融专长，对风险企业或风险项目积极主动地参与管理经营，直至风险企业或风险项目公开交易或通过并购方式实现资本增值与资金的流动性。
土木工程英语证书（PEC）考试常用术语定义Accelerated- To hasten or quicken the natural process or progress of a reaction or event. Accelerated repair mortars should not be pumped.Adhesives- An adhesive is a substance which enables two surfaces to stick together and behave as a single unit.Balcony- It is a horizontal projection, including a handrail, or a balustrade to serve as passage or sitting out place.Basement- It is the lowest storey of a building either entirely or partly below the ground level.Building- Building is defined as any structure for whatsever purpose and of whatsoever materials constructed and every part thereof whether used as human habitation or not and includes foundation, plinth, walls, floors, chimneys, plumbing and building services.Building Line- This is the line to which the plinth of a building adjoining a street or extension of a street or on a future street may lawfully extend.Clay- It is composed of microscopic and sub-microscopic particles with size less than 0.002 mm derived from the chemical decomposition and disintegration of rock constituents.Coarse Sand- It is one which contains 90% of particles of size greater than 0.6mm and less than 2mm.Cohesive Soils- They consist of the finer and altered products of rock weathering, which possess cohesion and plasticity in their natural state. They exhibit cohesion even when dry and both, i.e., cohesion and plasticity, when even submerged, Ex: Silt, Clay, etc.,Cohesionless Soils- They consist of the coarser and largely silicious and unaltered products of rock weathering. These soils have no plasticity and also lack cohesion especially when in the dry state. Ex: Gravel and sand.Corridor- It is a narrow verandah or a gallery or open communication to different parts of building.Corrosion Inhibitor- A chemical compound which, when added in small concentrations to concrete or mortar, effectively checks, decreases, or prevents the reaction on embedded metal (rebar) with the environment (rusting).Detached Building- It is one whose walls and roofs are independent of an other building withopen spaces on all sides.Dry Mix Shotcrete- Repair material is placed dry or slightly damp into shotcrete machine and mixed with compressed air. The mixture is transported via hose to the exit nozzle where water and admixtures, if any, are introduced. The ingredients are propelled onto the prepared substrate by the force of the compressed air.Fiber Reinforced- Fibers are made from steel, plastic, glass, and natural materials and come in many sizes and shapes. May improve flexural strength, impact strength, toughness, fatigue strength, and resistance to cracking.Fine Sand- It is one which contains 90% of particles of size greater than 0.06mm and less than 0.2mm.Fire Doors- The doors specially designed to resist the passage of fire are called fire doors.Foundation- It is the lowest artificially prepared part, below the surface of the surrounding ground, which is in direct contact with sub-strata and transmits all the loads to the sub-soil.Fly Ash- A mineral pozzolan added to repair mortars to reduce segregation and bleeding. Fly Ash will also reduce the heat caused by hydration by up to 40%. This enables the product to be accelerated for maximum quick setting ability.Geyser- It is an appliance or apparatus which is used for heating water and delivering it from a tap.Igneous Rocks- These are formed from the solidification of molten matter called magma, in the surface of earth or above it. Ex: Granite, Dolerite, Basalt, etc.,Integral Powdered Polymer- Dry powdered latex added the mortar and is activated when water is added to the product.Light Weight Hollow Nodule- Hollow spheres (glass like) that are added to mixes to reduce their weight for overhead applications. These products should not be used where abrasion may be a factor.Liquid Polymer Component- An emulsion of a natural or synthetic rubber in a water phase. The contents of the jug in the “jug and bag” products-often referred to as “milk”. Enables the mortar to bond better, increases density and abrasion.Load Bearing Walls- Those walls which are designed to carry any superimposed load, in addition to their own weight, are termed as load bearing walls.Loft- it is an intermediary floor between two floors on a residential space in pitched roof, above normal floor level with a maximum height of 1.5 m and which is constructed for storage purposes.Low Velocity Spray - Method for application of repair materials up to a depth where reinforcing bar is encountered. This may be by a hopper gun or with carousel pump equipment.Masonry Walls- All those walls which are built of individual blocks or material such as bricks, stone, clay or concrete usually in horizontal courses, cemented or bonded together with some form of mortar are termed as Masonry walls.Medium Sand- It is one which contains 90% of particles of size greater than 0.2mm and less than 0.6mm.Metamorphic Rocks- These are the either igneous or sedimentary rocks whose physical and chemical properties have been changed by the action of intense pressure or heat.Non-Load Bearing Walls- Those walls, which support no vertical load other than their own weight, are termed as non-load bearing walls.Pantry- This is a small room generally provided adjacent to dining room for keeping cooked food.Plinth- It is the middle part of the structure, above the surface of the surrounding ground up to the surface of the floor (i.e., floor level) immediately above the ground.Plinth Area- It is the built up covered area measured at the floor level of the beasement or of any storey.Porch- A roof supported on pillars in front of a verandah or in front of a building for parking.Residual Soils- These soils (Ex: Sands, Silts, and Clays) are the products, of disintegration of rocks and are located at the place of their formation.Safe Bearing Capacity- It is the net intensity of loading that the soil will safely carry without the risk of failure either due to shear or due to excessive settlement.Sedimentary Rocks- These rocks are the result of the accumulation of weathered deposits of igneous rocks, Ex: Gravel, Sand stone, Lime stone, Gypsum, Lignite, etc.,Semi-Detached Building- It is one whose three sides are detached with open spaces.Sewer- It is closed drain used for carrying night soil and other water-borne waste.Shear Wall- Any wall designed to carry horizontal forces acting in its plane with or without the imposed loads is termed as shear wall.Shoring- Shoring is the means of providing temporary support to unsafe structures, the stability ofwhich has been endangered due to unequal settlement of the foundation or due to removal of adjacent buildings, or due to bad work-manship, or due to any other reason.Shrinkage Compensated- A hydraulic cement that expands slightly during the early hardening period after setting of the repair mortar. They are used to compensate for the volume decrease due to drying shrinkage.Silica Fume- Highly reactive possolana, and by product of ferrosilican production. 100 times smaller than a piece of cement, these particles interlock during the hydration process making the repair mortar very dense. Also increases bonding ability and abrasion.Silt- It is a fine grained soil with particles ranging in size from 0.002mm to 0.06mm with little or no plasticity.Stair Well- It is also known as staircase. The space in a building occupied by the stair is called as stairwell or staircase.Storey- It is the portion of a building included between the surface of any floor and the structure of the floor next above it, or if there be no floor above it, then the space between any floor and the ceiling next above it.Superstructure- The part of the structure constructed above the plinth level (or ground floor level) is termed as superstructure.Tiles- The tiles are used for common purposes like roofing, flooring and drains in construction industry.Transported Soils- These are the residual soils which get transported and deposited at another location by the forces of gravity, water, wind and ice.Veneered Wall- It is a wall in which the facing is attached to the backing but not so bonded as to exert a common reaction under the load.Wet Mix Shotcrete- Pre-batched and thoroughly mixed repair material is placed into a concrete pump and transported via pump line to an exit nozzle where compressed air and admixtures, if any, are introduced. The repair material is propelled onto the surface by the compressed air.。
法律专业词汇中英对照(e,f,g)
法律专业词汇中英对照(e,f,g)法律专业词汇中英对照(e,f,g)ejectment 不动产侵害令状
en banc 法院全体法官共同审理
equatible right衡平上的权利
equatible defence 衡平抗辩
estate 遗产
ex post facto 溯及既往
expert witness 专家证人
express mention 明示其一排除其他原则
expressio unius est exclusio alterius 明示其一排除其他原则exclusive jurisdiction 排他的管辖权
exclusionary rule 证据排除法则
eyre system 巡回制度
felony 重罪
foreman of jury 陪审团主席
forms of action 严格的诉讼形式
forum 法院
fountain of all justices 正义的源泉
freehould interest in land 对土地有完全权利者
general assumpsit 不当得利令状general jurisdiction 一般管辖权geografhic jurisdiction 地域管辖权grand jury 大陪审团
法律专业词汇中英对照(e,f,g) 相关内容:。
国际商法专业词汇中英文对照（三）Enforcement of Partnership Rights and Liabilities（执行合伙事务的权利和责任）Enforcement of Securities Regulations Internationally（国际证券规则的执行）Environmental Regulation（环境规则）Escape Clause（免责条款）Euro-currency Deposits（欧洲货币储蓄）European Communities - Regime for the Importation, Sale, and Distribution of Bananas（欧洲共同体对于香蕉的进口、销售和分销的管理） European Union Law on Trade in Services（欧洲联盟关于服务贸易的法律） Exceptio non Adimpleti Contractus in Civil Law （大陆法上履行契约之抗辩权）Exceptions（例外）Exclusive Licenses（独占许可）Excuses for Non-performance （不履行的免责）Excuses for Nonperformance（不履行合同的抗辩/借口）Exemptions for New Members from IMF Member State Currency Exchange Obligations（国际货币基金组织新成员国在外汇交易中义务的免除）Export Restrictions (出口限制)Exporting(出口)Expropriation（征收）Extraterritorial Application of U. S. Securities Laws（美国证券法域外的适用问题）Failure to Exhaust remedies（没有用尽法律救济）Fault and Causation（过错和因果关系）Finance Ministry（财政部）Finance of International Trade(国际贸易的结算/支付)Financing Foreign Trade（对外贸易的价金支付）FOB (free on hoard) (port of shipment)（ＦＯＢ装运港船上交货）Force Majeure Clauses （不可抗力条款）Foreign Investment Guarantees（外国投资的担保）Foreign Investment Laws and Codes（外国投资法）Formal and Informal Application Process（正式和非正式申请程序）Formation of the Contract（合同的成立）Forsed Endorsements（虚假背书）Fraud Exception in Letters of Credit Transaction (信用证交易的欺诈例外)Frauds on Bills of Lading（提单欺诈）Fraudulent Misrepresentation（受欺诈的误解）Free Zones（保税区/自由贸易区）Fundamental Breach（根本违约）GATS Schedules of Specific Commitments（服务贸易总协定减让表中的特别承诺）General Agreement on Trade in Services (服务贸易总协定)General Requirements and Rights of the Holder in Due Course（票据持有人的一般要求和权利）General Standards of Performance（履行的一般标准）Geographic Limitations（地区限制）Government Controls over Trade (政府对贸易的管制)Government Guarantees（政府担保）Governmental Interest（政府利益原则）Governmental Sources of Capital（官方资金）Grant Back Provisions（回授的规定）Home state Regulation of Multinational Enterprises（本国对跨国企业的管理）Host State Regulation of Multinational Enterprises（东道国对跨国企业的管理）Illegality and Incompetency（行为不合法性与主体不适当资格的认定） IMF Conditionality (国际货币基金组织的制约性)IMF Facilities（国际货币基金组织的机制）IMF Operations（国际货币基金组织的运作）IMF Quotas（国际货币基金的份额）Immunities of States from the Jurisdiction of Municipal Courts（国家豁免于内国法院的管辖权）Import-Licensing Procedures（进口许可证程序协定）Income Categories（收入分类）Income Tax Rates（所得税税率）Income Taxes（所得税）Independence Principles and Rule of Strict Compliance （信用证独立原则和单证严格相符规则）Indirect Exporting(间接出口)Industrial Property Agreements （保护工业产权的协定）。
完整版)法律专业英语词汇Part 1: 刑法词汇1.罪犯（criminal）：犯罪行为的实施者。
2.杀人（murder）：故意造成他人死亡的行为。
3.盗窃（theft）：非法占有他人财产的行为。
4.强奸（rape）：非法性侵他人的行为。
5.纵火（arson）：故意放火的行为。
6.敲诈（___）：以暴力或威胁手段获取财产的行为。
7.走私（smuggling）：非法将商品或物品携带入境或出境。
8.贩毒（drug trafficking）：非法交易毒品或在毒品交易中参与。
9.偷税漏税（___）：通过欺诈手段逃避缴纳税款。
10.洗钱（money laundering）：将非法获取的资金合法化。
Part 2: 民事法词汇1.合同（contract）：双方达成的书面或口头协议，产生法律效力。
2.索赔（claim）：要求对方支付损失或赔偿的权利。
3.诉讼（n）：通过法律程序解决争端。
4.侵权（infringement）：侵犯他人权益或利益的行为。
5.损害赔偿（n）：对因他人行为受到损害的一方支付的补偿款项。
6.法定继承人（legal heir）：根据法律规定，有权继承遗产的人。
7.执行（enforcement）：将法律判决或裁决强制执行的行为。
8.违约（breach of contract）：不履行或违反合同中规定的义务。
9.诉讼费用（n costs）：诉讼过程中产生的费用，如律师费、鉴定费等。
10.司法鉴定（judicial appraisal）：法院指定的专门机构对相关事实或证据进行鉴定。
Part 3: 行政法词汇1.行政机关（administrative organ）：政府管理机关，行使行政权力。
2.行政处罚（administrative penalty）：行政机关根据法律或法规对违法行为采取的处罚措施。
3.行政许可（administrative license）：行政机关根据法律或法规对特定行为发出的批准文件。
法律Law General 一般概念discipline 纪律accuse 控告arraign 指责bill 法案code 法典constitution 宪法convict 定罪crime 罪行decree 法令default 违约delate 控告,宣布edict 布告goal 监狱guilt 罪行illegal 不合法illicit 违法impeach 控告,挑剔judicial 司法juris- 司法jurisdiction 司法权justice 公正,司法law 法律legal 合法legislate 立法legitimate 合法litigate 诉讼martinet 严峻的军纪官ordinance 法令,条令peccant 有罪penal 刑事perpetrate 犯罪的prison 监狱prosecute 起诉sentence 判决indict 控告,起诉jail 监狱sin 罪过statute 法规sue 控告Personnel 人员clerk 书记员accessary 从犯accomplice 从犯attorney 律师bailiff 法警barrister 高级律师client 当事人cop 警察counsel 法律顾问counselor 顾问,律师court 法院court reporter 法院书记官culprit 犯人defendant 被告district attorney 地方检察官，公诉人felon 重罪犯jury 陪审团jury foreman 陪审团主席lawyer 律师minor 未成年人notary 公证人offender 罪犯plaintiff 原告police 警察probation officer 缓刑监督官procurator 代理人,检查官prosecuting attorney 检察官prosecutor 告发者public defender 公设辩护人solicitor 律师state's attorney 州检察官tribunal 法官,法庭Grand Jury 大陪审团judge 审判员,法官trustee 委托人witness 目击证人Places 处所bar 律师团，法院bench 法官席civil court 民事法庭courthouse 法院Court of Appeals 上诉法院courtroom 法庭Federal District Court 联邦地区法院gavel 木槌jury box 陪审团席judge's chambers 法官室law office 律师事务所legal aid service 法律援助服务probate court 遗嘱检验法庭State District Court 州地方法院Supreme Court 最高法院witness stand 出庭作证Adjectives 形容词alleged 有嫌疑的hung (jury) 挂起的guilty 有罪的innocent 无罪的liable 应负责的no contest 无争议nolo contendre 无争议(objection) over-ruled 驳回(objection) sustained 准许pre-trial 预审Verbs 动词allege 申述absolve 赦免acquit 开释amnesty 大赦appeal 上诉argue 辩论arrest 拘捕award 判决bail 保释capture 俘获charge 指控charge the jury 控诉commute 减刑defend 辩护deliberate 故意的deliver 释放detention 拘留dissent 持异议emancipate 解放enter a plea 抗辩exempt 豁免exonerate 免罪extradite 引渡find 裁决hear a case 审理案件imprison 监禁instruct 命令jump bail 弃保潜逃liberate 解放plead 辩护release 释放remand 拒留reprieve 缓刑reverse a decision 撤回裁决serve a sentence 服刑swear 宣誓testify 作证throw out a case 拒绝立案try 审判uphold 支持Events and Activities 活动accusation 指控acquittal 开释alimony 瞻养费allegationcase 案例claim （根据权利提出)主张conviction 定罪court order 法庭庭谕cross-examination 反诘问damage 赔偿（金）death penalty 死刑decision 决定defense 辩护deposition 作证evidence 证据exhibit 证物findings 审查结果，判决fraud 欺骗grievance 冤情hearing 听证indictment 起诉inquest 审讯libel 诽谤罪litigation 诉讼manslaughter 一般杀人罪mistrial 无效审判opinion 鉴定parole 使假释出狱perjury 伪证probation 缓刑prosecution 起诉recess 休会retrial 再审right(s) 权利ruling 裁定sequester 扣押settlement 处理suit 诉讼summons 传票testimony 证词trial 审判verdict 判决injunction 命令writ 文件inquiry 调查Idioms and Expressions 成语和表达法bail out 保释do time 在监服刑get away with murder 逍遥法外here come the judge 法官来了jailbird 累犯lay down the law 制定法律of age 成年open and shut case 一目了然的事take the law into one's hands 擅自处理take the stand 出庭作证third degree 严刑逼供throw the book at 严惩，重罚under age 未成年。
法律英语词汇大全（完美版）一、基本法律词汇1. 法律（Law）：国家制定或认可的，用以规范社会成员行为、调整社会关系的规范总称。
2. 法规（Regulation）：国家行政机关根据法律制定的具有普遍约束力的规范性文件。
3. 条款（Clause）：法律、合同等文件中的具体规定。
4. 判决（Judgment）：法院对案件审理后作出的结论性意见。
5. 律师（Lawyer）：依法取得执业资格，为社会提供法律服务的专业人员。
6. 诉讼（Lawsuit）：当事人依法向法院提起的请求保护自己合法权益的程序。
二、刑法相关词汇1. 犯罪（Crime）：违反刑法规定，危害社会，依法应受刑罚处罚的行为。
2. 罪名（Charge）：对犯罪嫌疑人指控的具体犯罪名称。
3. 刑罚（Punishment）：国家对犯罪分子实行的一种强制措施，包括主刑和附加刑。
4. 刑事责任（Criminal Responsibility）：犯罪分子因其犯罪行为所应承担的法律责任。
5. 量刑（Sentencing）：法院根据犯罪分子的犯罪事实、情节和悔罪表现，依法决定刑罚的种类和幅度。
三、民法相关词汇1. 合同（Contract）：当事人之间设立、变更、终止民事法律关系的协议。
2. 权利（Right）：法律赋予当事人实现某种利益的可能性。
3. 义务（Obligation）：当事人依法应承担的责任。
4. 赔偿（Compensation）：因侵权行为给他人造成损失，依法应承担的经济补偿责任。
5. 继承（Inheritance）：继承人依法取得被继承人遗产的法律制度。
四、商法相关词汇1. 公司（Company）：依法设立的，以营利为目的的企业法人。
2. 股东（Shareholder）：持有公司股份，享有公司权益和承担公司风险的人。
3. 破产（Bankruptcy）：债务人因不能清偿到期债务，经法院宣告破产，对其财产进行清算的法律程序。
4. 票据（Bill）：具有一定格式，载明一定金额，由出票人签发，无条件支付给持票人或指定人的有价证券。
PEC环境工程英语证书考试-环境经济学词汇缩写CFC: ChlorofluorocarbonCITES: Convention on International Trade in Endangered Species EETU: Environmental Education and Training UnitEEU: Environmental Economics UnitEIA: Environmental Impact AssessmentELIU: Environmental Law and Institutions UnitFAO: (UN Food and Agriculture OrganizationGATT: General Agreement on Tariffs and TradeGEF: Global Environment FacilityGEMS: Global Environment Monitoring SystemGESAMP: Group of Experts on Scientific Aspects of Marine Pollution GRID: Global Resource Information DatabaseHABIT AT: United Nations Centre for Human Settlements (UNCHS IAEA: International Atomic Energy AgencyIE/PAC: Industry and Environment Programme Activity Centre IEEP: International Environmental Education ProgrammeILO: (UN International Labour OrganizationIMF: International Monetary FundIMO: (UN International Maritime OrganizationIOC: Intergovernmental Oceanographic CommissionIPA: (UNEP Information and Public affairsIRPTC: International Register of Potentially Toxic ChemicalsIUCN: The World Conservation UnionMARC: Monitoring and Assessment Research CentreNGO: Non-Governmental OrganizationOCA: Oceans and Coastal AreasOECD: Organization for Economic Cooperation and DevelopmentPAC: Programme Activity CentrePCRI: Pollution Control Research InstituteRCU: Regional Co-ordinating UnitTEB: Terrestrial Ecosystems BranchUNCED: United Nations Conference on Environment and Development (The Earth Summit UNCHE: United Nations Conference on the Human EnvironmentUNCLS: United Nations Convention on the Law of the SeaUNCOD: United Nations Conference on DesertificationUNCTAD: United Nations Conference on Trade and DevelopmentUNDP: United Nations Development ProgrammeUNDRO: United Nations Disaster Relief OrganizationUNEP: United Nations Environment ProgrammeUNESCO: United Nations Educational, Scientific and Cultural OrganizationUNFPA: United Nations Population FundUNICEF: United Nations Children's FundUNIDO: United Nations Industrial Development OrganizationUNIT AR: United Nations Institute for Training and ResearchUNSCEAR: United Nations Scientific Committee on the Effects of Atomic Radiation UNSO: United Nations Sudano-Sahelian OfficeWHO: (UN World Health OrganizationWICEM: World Industry Conference on Environmental ManagementWMO: (UN World Meteorological Organization。
Environmental Protect ion Law of the Peoples Republic of China ContentChapter I General ProvisionsChapter II Supervision and Management of the Environment Chapter III Protection and Improvement of the Environment Chapter IV Prevention and Control of Environmental Pollution and Other Public HazardsChapter V Legal LiabilityChapter VI Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purpose of protecting and improving people's environment and the ecological environment, preventing and controlling pollution and other public hazards, safeguarding human health and facilitating the development of socialist modernization.Article 2 "Environment" as used in this Law refers to the total body of all natural elements and artificially transformed natural elements affecting human existence and development, which includes the atmosphere, water, seas, land, minerals, forests, grasslands, wildlife, natural and human remains, naturereserves, historic sites and scenic spots, and urban and rural areas.Article 3 This Law shall apply to the territory of the People's Republic of China and other sea areas under the jurisdiction of the People's Republic of China.Article 4 The plans for environmental protection formulated by the state must be incorporated into the national economic and social development plans; the state shall adopt economic and technological policies and measures favourable for environmental protection so as to coordinate the work of environmental protection with economic construction and social development.Article 5 The state shall encourage the development of education in the science of environmental protection, strengthen the study and development of the science and technology of environmental protection, raise the scientific and technological level of environmental protection and popularize scientific knowledge of environmental protection.Article 6 All units and individuals shall have the obligation to protect the environment and shall have the right to report on or file charges against units or individuals that cause pollution or damage to the environment.Article 7 The competent department of environmental protection administration under the State Council shall conduct unified supervision and management of the environmental protection work throughout the country.The competent departments of environmental protection administration of the local people's governments at or above the county level shall conduct unified supervision and management of the environmental protection work within areas under their jurisdiction.The state administrative department of marine affairs, the harboursuperintendency administration, the fisheries administration and fishing harboursuperintendency agencies, the environmental protection department of the armed forces and the administrative departments of public security, transportation, railways and civil aviation at various levels shall, in accordance with the provisions of relevant laws, conduct supervision and management of the prevention and control of environmental pollution. The competent administrative departments of land, minerals, forestry, agriculture and water conservancy of the people's governments at or above the county level shall, in accordance with the provisions of relevant laws, conduct supervision and management of the protection ofnatural resources.Article 8 The people's government shall give awards to units and individuals that have made outstanding achievements in protecting and improving the environment.Chapter II Supervision and Management of the EnvironmentArticle 9 The competent department of environmental protection administration under the State Council shall establish the national standards for environment quality.The people's governments of provinces, autonomous regions and municipalities directly under the Central Government may establish their local standards for environment quality for items not specified in the national standards for environment quality and shall report them to the competent department of environmental protection administration under the State Council for the record.Article 10 The competent department of environmental protection administration under the State Council shall, in accordance with the national standards for environment quality and the country's economic and technological conditions, establish the national standards for the discharge of pollutants.The people's governments of provinces, autonomous regions and municipalities directly under the Central Government may establish their local standards for the discharge of pollutants for items not specified in the national standards; with regard to items already specified in the national standards, they may set local standards which are more stringent than the national standards and report the same to the competent department of environmental protection administration under the State Council for the record.Units that discharge pollutants in areas where the local standards for the discharge of pollutants have been established shall observe such local standards.Article 11 The competent department of environmental protection administration under the State Council shall establish a monitoring system, formulate the monitoring norm and, in conjunction with relevant departments, organize a monitoring network and strengthen the management of environmental monitoring.The competent departments of environmental protection administration under the State Council and governments of provinces, autonomous regions and municipalities directly under the Central Government shall regularly issue bulletins on environmental situations.Article 12 The competent departments of environmental protection administration of the people's governments at or above the county level shall, in conjunction with relevant departments, make an investigation and an assessment of the environmental situation within areas under their jurisdiction, draw up plans for environmental protection which shall, subject to overall balancing by the department of planning, be submitted to the people's government at the same level for approval before implementation.Article 13 Units constructing projects that cause pollution to the environment must observe the state provisions concerning environmental protection for such construction projects.The environmental impact statement on a construction project must assess the pollution the projects is likely to produce and its impact on the environment and stipulate the preventive and curative measures; the statement shall, after initial examination by the authorities in charge of the construction project, be submitted by specified procedure to the competent department of environmental protection administration for approval. The department of planning shall not ratify the design plan descriptions of the construction project until after the environmental impact statement on the construction project isapproved.Article 14 The competent departments of environmental protection administration of the people's governments at or above the county level or other departments invested by law with power to conduct environmental supervision and management shall be empowered to make on-site inspections of units under their jurisdiction that discharge pollutants. The units being inspected shall truthfully report the situation to them and provide them with the necessary information. The inspecting authorities shall keep confidential the technological know-how and business secrets of the units inspected.Article 15 Work for the prevention and control of the environmental pollution and damage that involves various administrative areas shall be conducted by the relevant local people's governments through negotiation, or by decision of the people's government at a higher level through mediation. Chapter III Protection and Improvement of the EnvironmentArticle 16 The local people's governments at various levels shall be responsible for the environment quality of areas under their jurisdiction and take measures to improve theenvironment quality.Article 17 The people's governments at various levels shall take measures to protect regions representing various types of natural ecological systems, regions with a natural distribution of rare and endangered wild animals and plants, regions where major sources of water are conserved, geological structures of major scientific and cultural value, famous regions where karst caves and fossil deposits are distributed, traces of glaciers, volcanoes and hot springs, traces of human history, and ancient and precious trees. Damage to the above shall be strictly forbidden.Article 18 Within the scenic spots or historic sites, nature reserves and other zones that need special protection, as designated by the State Council, the relevant competent department under the State Council, and the people's governments of provinces, autonomous regions and municipalities directly under the Central Government, no industrial production installations that cause environmental pollution shall be built; other installations to be built in these areas must not exceed the prescribed standards for the discharge of pollutants. If the installations that have been built discharge more pollutants than those are specified by theprescribed discharge standards, such pollution shall be eliminated or controlled within a prescribed period of time.Article 19 Measures must be taken to protect the ecological environment while natural resources are being developed or utilized.Article 20 The people's governments at various levels shall provide better protection for the agricultural environment by preventing and controlling soil pollution, the desertification and alkalization of land, the impoverishment of soil, the deterioration of land into marshes, earth subsidence, the damage of vegetation, soil erosion, the drying up of sources of water, the extinction of species and the occurrence and development of other ecological imbalances, by extending the scale of a comprehensive prevention and control of plant diseases and insect pests, and by promoting a rational application of chemical fertilizers, pesticides and plant growth hormone.Article 21 The State Council and the people's governments at various levels in coastal areas shall provide better protection for the marine environment. The discharge of pollutants and the dumping of wastes into the seas, the construction of coastal projects, and the exploration and exploitation of offshore oilmust be conducted in compliance with legal provisions so as to guard against the pollution and damage of the marine environment.Article 22 The targets and tasks for protecting and improving the environment shall be defined in urban planning.Article 23 In urban and rural construction, vegetation, waters and the natural landscape shall be protected and attention paid to the construction of gardens, green land and historic sites and scenic spots in the cities in the light of the special features of the local natural environment.Chapter IV Prevention and Control of Environmental Pollutionand Other Public HazardsArticle 24 Units that cause environmental pollution and other public hazards shall incorporate the work of environmental protection into their plans and establish a responsibility system for environmental protection, and must adopt effective measures to prevent and control the pollution and harms caused to the environment by waste gas, waste water, waste residues, dust, malodorous gases, radioactive substances, noise, vibration and electromagnetic radiation generated in thecourse of production, construction or other activities.Article 25 For the technological transformation of newly-built industrial enterprises and existing industrial enterprises, facilities and processes that effect a high rate of the utilization of resources and a low rate of the discharge of pollutants shall be used, along with economical and rational technology for the comprehensive utilization of waste materials and the treatment of pollutants.Article 26 Installations for the prevention and control of pollution at a construction project must be designed, built and commissioned together with the principal part of the project. No permission shall be given for a construction project to be commissioned or used, until its installations for the prevention and control of pollution are examined an considered up to the standard by the competent department of environmental protection administration that examined and approved the environmental impact statement.Installations for the prevention and control of pollution shall not be dismantled or left idle without authorization. If it is really necessary to dismantle such installations or leave them idle, prior approval shall be obtained from the competent department of environmental protection administration in the locality.Article 27 Enterprises and institutions discharging pollutants must report to and register with the relevant authorities in accordance with the provisions of the competent department of environmental protection administration under the State Council.Article 28 Enterprises and institutions discharging pollutants in excess of the prescribed national or local discharge standards shall pay a fee for excessive discharge according to state provisions and shall assume responsibility for eliminating and controlling the pollution. The provisions of the Law on Prevention and Control of Water Pollution shall be complied with where they are applicable.The income derived from the fee levied for the excessive discharge of pollutants must be used for the prevention and control of pollution and shall not be appropriated for other purposes. The specific measures thereof shall be prescribed by the State Council.Article 29 If an enterprise or institution has caused severe environmental pollution, it shall be required to eliminate and control the pollution within a certain period of time.For enterprises and institutions directly under the jurisdiction of the Central Government or the people's government of aprovince, an autonomous region, or a municipality directly under the Central Government, the decision on a deadline for the elimination or control of pollution shall be made by the people's government of the province, autonomous region and the municipality directly under the Central Government. For enterprises and institutions under the jurisdiction of a people's government at or below the city or county level, such decision shall be made by the people's government of the city or county. Such enterprises and institutions shall accomplish the elimination or control of pollution within the specified period of time.Article 30 A ban shall be imposed on the importation of any technology or facility that fails to meet the requirements specified in the regulations of our country concerning environmental protection.Article 31 Any unit that, as a result of an accident or any other exigency, has caused or threatens to cause an accident of pollution, must promptly take measures to prevent and control the pollution hazards, make the situation known to such units and inhabitants as are likely to be endangered by such hazards, report the case to the competent department of environmental protection administration of the locality and the departmentsconcerned and accept their investigation and decision. Enterprises and institutions that are likely to cause severe pollution accidents shall adopt measures for effective prevention.Article 32 If the safety of the lives and property of inhabitants is endangered by severe environmental pollution, the competent department of environmental protection administration of the local people's government at or above the county level must promptly report to the local people's government. The people's government concerned shall take effective measures to remove or alleviate the hazard.Article 33 The production, storage, transportation, sale and use of toxic chemicals and materials containing radioactive substances must comply with the relevant state provisions so as to prevent environmental pollution.Article 34 No unit shall be permitted to transfer a production facility that causes severe pollution for use by a unit that is unable to prevent and control pollution.Chapter V Legal LiabilityArticle 35 Any violator of this Law shall, according to thecircumstances of the case, be warned or fined by the competent department of environmental protection administration or another department invested by law with power to conduct environmental supervision and management for any of the following acts:(1) refusing an on-site inspection by the competent department of environmental protection administration or another department invested by law with power to conduct environmental supervision and management, or resorting to trickery and fraud while undergoing inspection;(2) refusing to report or submitting a false report on items for which declaration is required by the competent department of environmental protection administration under the State Council;(3) failing to pay, as provided for by the state, the fee for the excessive discharge of pollutants;(4) importing technology or a facility that fails to meet the requirements specified in the state provisions concerning environmental protection; or(5) transferring a production facility that causes severe pollution for use by a unit that is unable to prevent and control pollution.Article 36 When a construction project is commissioned or put to use in circumstances where facilities for the prevention and control of pollution either have not been completed or fail to meet the requirements specified in state provisions, the competent department of environmental protection administration responsible for the approval of the environmental impact statement on the construction project shall order the suspension of its operations or use and may concurrently impose a fine.Article 37 A unit which dismantles or leaves idle the installations for the prevention and control of pollution without prior approval by the competent department of environmental protection administration, thereby discharging pollutants in excess of the prescribed discharge standards, shall be ordered by the competent department of environmental protection administration to set up the installations or put them to use again, and shall concurrently be fined.Article 38 An enterprise or institution which violates this Law, thereby causing an environmental pollution accident, shall be fined by the competent department of environmental protection administration or another department invested by law with power to conduct environmental supervision and managementin accordance with the consequent damage; in a serious case, the persons responsible shall be subject to administrative sanction by the unit to which they belong or by the competent department of the government.Article 39 An enterprise or institution that has failed to eliminate or control pollution by the deadline as required shall, as provided for by the state, pay a fee for excessive discharge; in addition, a fine may be imposed on it on the basis of the damage incurred, or the enterprise or institution may be ordered to suspend its operations or close down.The fine as specified in the preceding paragraph shall be decided by the competent department of environmental protection administrations. An order for the suspension of operations or shut-down of an enterprise or institution shall be issued by the people's government that set the deadline for the elimination or control of pollution. An order for the suspension of operations or shut-down of an enterprise or institution directly under the jurisdiction of the Central Government shall be submitted to and approved by the State Council.Article 40 A party refusing to accept the decision on administrative sanction may, within 15 days of receiving the notification on such a decision, apply for reconsideration to thedepartment next higher to the authorities that imposed the sanction; if the party refuses to accept the decision of reconsideration, it may, within 15 days of receiving the reconsideration decision, bring a suit before a people's court. A party may also bring a suit directly before a people's court within 15 days of receiving the notification on the sanction. If, upon the expiration of this period, the party has not applied for reconsideration or has neither brought a suit before a people's court nor complied with the sanction, the authorities that imposed the sanction may apply to the people's court for compulsory enforcement. Article 41 A unit that has caused an environmental pollution hazard shall have the obligation to eliminate it and make compensation to the unit or individual that suffered direct losses.A dispute over the liability to make compensation or the amount of compensation may, at the request of the parties, be settled by the competent department of environmental protection administration or another department invested by law with power to conduct environmental supervision and management. If a party refuses to accept the decision on the settlement, it may bring a suit before a people's court. The party may also directly bring a suit before the people's court.If environmental pollution losses result solely from irresistible natural disasters which cannot be averted even after the prompt adoption of reasonable measures, the party concerned shall be exempted from liability.Article 42 The limitation period for prosecution with respect to compensation for environmental pollution losses shall be three years, counted from the time when the party becomes aware of or should become aware of the pollution losses.Article 43 If a violation of this Law causes a serious environmental pollution accident, leading to the grave consequences of heavy losses of public or private property or human injuries or deaths of persons, the persons directly responsible for such an accident shall be investigated for criminal responsibility according to law.Article 44 Whoever, in violation of this Law, causes damage to natural resources like land, forests, grasslands, water, minerals, fish, wild animals and wild plants shall bear legal liability in accordance with the provisions of relevant laws.Article 45 Any person conducting supervision and management of environmental protection who abuses his power, neglects his duty or engages in malpractices for personal gains shall be given administrative sanction by the unit to which he belongs orthe competent higher authorities; if his act constitutes a crime, he shall be investigated for criminal responsibility according to law.Chapter VI Supplementary ProvisionsArticle 46 If an international treaty regarding environmental protection concluded or acceded to by the People's Republic of China contains provisions differing from those contained in the laws of the People's Republic of China, the provisions of the international treaty shall apply, unless the provisions are ones on which the People's Republic of China has announced reservations.Article 47 This Law shall enter into force on the date of promulgation. The Environmental Protection Law of thePeople's Republic of China (for Trial Implementation) shall be abrogated therefrom.Promulgated by The Standing Committee of the National People's Congress on 1989-12-26。
常用的法律用语英语词汇IntroductionIn the field of law, precise communication is of utmost importance. Legal professionals need to have a good understanding of common legal terminology in order to effectively carry out their duties. This article aims to provide a comprehensive list of commonly used legal terms in English. By familiarizing ourselves with these terms, we can better navigate the legal landscape and communicate more effectively in legal matters.1. Contractual terms- Offer: A proposal made by one party to another, indicating a willingness to enter into a contract.- Acceptance: The voluntary agreement to the terms of an offer, resulting in a binding contract.- Consideration: Something of value exchanged between parties to a contract, essential for a contract's validity.- Breach: The failure to fulfill the obligations or terms of a contract.- Termination: The act of ending a contract before its agreed-upon completion date.2. Civil law terms- Plaintiff: The party who initiates a lawsuit against another party, seeking a legal remedy.- Defendant: The party being sued or accused in a civil case.- Damages: Monetary compensation awarded to the plaintiff by the court as a result of harm or loss suffered.- Injunction: A court order that requires a party to do or refrain from doing a specific action.- Liability: Legal responsibility or obligation for one's actions or omissions.3. Criminal law terms- Accused: An individual charged with a criminal offense.- Guilty: A finding or admission that a person has committed a crime.- Innocent: The state of not being guilty of a criminal offense.- Conviction: A formal declaration by a court of law that someone is guilty of a crime.- Sentence: The punishment imposed by a court on a convicted person.4. Legal proceedings and court-related terms- Jurisdiction: The authority of a court to hear and decide a case.- Plaintiff: The party who brings a case against another in court.- Defendant: The party being sued or accused in a court case.- Evidence: The information presented in court to establish facts.- Verdict: The decision or finding of a jury or judge in a trial.5. Legal documents and agreements- Power of Attorney: A legal document that authorizes someone to act on another's behalf.- Will: A legal document that specifies a person's wishes regarding the distribution of their property after death.- Indemnity: A contractual agreement where one party agrees to compensate or protect another from loss or damage.- Lease Agreement: A contract outlining the terms and conditions of renting a property.- Non-Disclosure Agreement (NDA): A contract between parties to protect confidential or proprietary information.ConclusionThis article has provided an overview of commonly used legal terms in the English language. Whether dealing with contracts, civil or criminal law, or legal proceedings, understanding these terms is essential for effective communication and comprehension in the legal field. By being familiar with these terms, individuals can navigate legal matters with increased confidence and clarity.。
国际贸易英文术语中英对照This model paper was revised by LINDA on December 15, 2012.(1)FCA (Free Carrier) 货交承运人(2)FAS (Free Alongside Ship) 装运港船边交货(3)FOB (Free on Board) 装运港船上交货(4)CFR (Cost and Freight) 成本加运费(5)CIF (Cost,Insurance and Freight) 成本、保险费加运费(6)CPT (Carriage Paid To) 运费付至目的地(7)CIP (Carriage and Insurance Paid To) 运费、保险费付至目的地(8)DAF (Delivered At Frontier) 边境交货(9)DES (Delivered Ex Ship) 目的港船上交货(10)DEQ (Delivered Ex Quay) 目的港码头交货(11)DDU (Delivered Duty Unpaid) 未完税交货(12)DDP (Delivered Duty Paid) 完税后交货主要船务术语简写：(1)ORC (Origen Recevie Charges) 本地收货费用（广东省收取）(2)THC (Terminal Handling Charges) 码头操作费（香港收取）(3)BAF (Bunker Adjustment Factor) 燃油附加费(4)CAF (Currency Adjustment Factor) 货币贬值附加费(5)YAS (Yard Surcharges)码头附加费(6)EPS (Equipment Position Surcharges) 设备位置附加费(7)DDC (Destination Delivery Charges) 目的港交货费(8)PSS (Peak Season Sucharges) 旺季附加费(9)PCS (Port Congestion Surcharge) 港口拥挤附加费(10)DOC (DOcument charges) 文件费(11)O/F (Ocean Freight) 海运费(12)B/L (Bill of Lading) 海运提单(13)MB/L(Master Bill of Lading) 船东单(14)MTD (Multimodal Transport Document) 多式联运单据(15)L/C (Letter of Credit) 信用证(16)C/O (Certificate of Origin) 产地证(17)S/C (Sales Confirmation)销售确认书（Sales Contract) 销售合同(18)S/O (Shipping Order)装货指示书(19)W/T (Weight Ton)重量吨（即货物收费以重量计费）(20)M/T (Measurement Ton)尺码吨（即货物收费以尺码计费）(21)W/M(Weight or Measurement ton)即以重量吨或者尺码吨中从高收费(22)CY (Container Yard) 集装箱（货柜）堆场(23)FCL (Full Container Load) 整箱货(24)LCL (Less than Container Load) 拼箱货（散货）(25)CFS (Container Freight Station) 集装箱货运站(26)TEU (Twenty-feet Equivalent Units) 20英尺换算单位（用来计算货柜量的多少）(27)A/W (All Water)全水路（主要指由美国西岸中转至东岸或内陆点的货物的运输方式）(28)MLB(Mini Land Bridge) 迷你大陆桥（主要指由美国西岸中转至东岸或内陆点的货物的运输方式）(29)NVOCC(Non-Vessel Operating Common Carrier) 无船承运人出口国交货的贸易术语三组在进口国交货的贸易术语有五种：一、装运港船上交货价（FOB）英文是：Free on Board.装运港船上交货价是国际贸易中常用的价格术语之一。
法律常用术语分类中英对照法律常用术语【（一）、法令】rule 条例law 法律criminal law 刑法interpret 解释（法律）the legislature 立法机构the legal system/ the judicial system/ court system 法律体系【(二)、主体】the judge 法官the lawyer 律师（总称）the jury 陪审团the juror 陪审团成员the prosecutor（刑事案件）原告人；检察官，公诉人；the plaintiff (民事案件) 原告人the injured party/victim被害人witness/eyewitness 见证人，目击者the prosecution 原告及其代理律师；代表原告的律师the accused/defendant 被告人the defense lawyer/counselor 被告辩护律师【（三）、违法】【案件种类】case 案件crime - criminal adj.a criminal case 刑事案件a civil case民事案件【行为/罪名--criminal behavior】guilt n. [Antonym] innocence guilty adj. [Antonym]innocentguilty of a crime/chargeinnocent of a crime/chargecommit a crime violate a criminal lawmurder 谋杀罪 first-degree murder (deliberately)一级谋杀罪；故意杀人罪manslaughter (not intentionally) 一般杀人罪；过失杀人罪forgery 伪造罪 sexual harassment 性骚扰malfeasance 渎职罪criminal: n. 罪犯 a convicted criminal ：one who has been judged guilty in a court of law a hardened criminal ：someone who has committed many crimes stab v. 用刀具行凶，捅，刺 to kill or hurt someone by pushing a knife or other sharp object into their body stab someone to death 刺死flick knife /switch blade/knife 弹簧刀mug v. =rob 抢劫 to attack someone in a public place and steal their money, jewellery, or other possessions 【（四）、程序】【逮捕】arrestpick up ：to arrest someone and take them away in a car 【调查】investigationconduct a criminal investigation intocriminal proceedings ：the process of examining a crime in a court of lawcross-examination 【诉讼】find someone guilty/not guilty ofsomething :officially decide that they are guilty/not guiltyto be charged with/to be accused ofto accuse sb. of certain crimecharge v. to charge sb. with certain crime be charged with (doing) sth e.g. They are the jury forthe trial of a boy charged with murdering his father.prosecute -prosecution n. to prosecute sb. for sth. face prosecution overto bring a prosecution against sb. 对…提起诉讼escape prosecutioncriminal charges ：official statements saying that sb is accused by the police of committing a crime claim v. to say that someone’s actions are the cause of something 【法庭种类】a criminal court刑事法庭,e.g. The scene is a jury room in a criminal court.a civil court 民事法庭children’s court 少年法庭The Supreme Court 最高法院【监督】supervise 监督【作证】to testify v.作证 to make a statement about something you saw, know, or experienced, usually in a court of law testify for/against someone testimony 证词proofdefinite proof provide the proofpresent the proofevidence 证据，证物 to identify 鉴别flimsy adj. not very reliable flimsy evidence accurate adj. correct or true in every detail unshakable adj. 不可动摇的 self-contradiction 自相矛盾alibi n. 不在场的证据 someone who has an alibi can prove that they were somewhere else when a crime was committed and so can claim to be not guilty 【庭审】question v.questi on/suspect sb’s motive【辩护】to defend sb为…辩护to refute 反驳--refutable adj.--refutation n. 【陪审团讨论】the jury 陪审团a grand jury 大陪审团the juror 陪审团成员the jury room 陪审室discuss - discussion 讨论proposal 提议vote 投票abstain v. 弃权vote for/in favor of/againsttake a preliminary vote e.g. I think it’s customary to take a preliminary voteanalyze 分析assume v. 假定ballot n. 无记名投票to argue with 争论agreement 一致意见disagreement 反对意见a reasonable doubtto hang the jury: to make the jury unable to reach a unanimous decisiondeclare a hung juryreach a unanimous decisionbe deemed innocent/guilty 被认为无罪/有罪prove innocent/guilty 被证明无罪/有罪【审判】guilty/ not guilty(innocent)trial/ the jury trial 审判a fair trialset free / acquitted 无罪释放admit v. agree that something is true 承认plead guilty to something : say that you areguilty e.g. He pleaded guilty to all charges. 【（五）、处罚--punishment】【场所】reform school 感化院,jail/ prison n.监狱【方式】jail v. to put someone in jail to be in jailjail someone for somethinggo/ be sent to jailto serve a jail termbe executedthe executionerto pull the switchto send sb. to the chair =send someone to the electric chair /to sentence sb. to be electrocuted 电刑 to sentence sb. to death give the sentence 施刑get out of jail 【其他】have the right to do 有权 on behalf of 代表draft 法案，草案 Government bill 政府议案 to pass a bill, to carry a bill 通过议案 to enact a law, to promulgate a law 颁布法律 ratification, confirmation 批准 law enforcement 法律的实施to come into force 生效 decree 法令 clause 条款minutes 备忘录 report 判例汇编 codification 法律汇编legislation 立法 legislator 立法者 jurist 法学家jurisprudence 法学 legitimation 合法化 legality, lawfulness 法制，合法 legal, lawful 合法的,依法的 to contravene a law, to infringe a law, to break a law 违法 outlaw, outside the law 超出法律范围的 offender 罪犯 to abolish 废止，取消 rescission, annulment 废除，取消 repeal, revocation, annulment 废除(法律)cancellation, annulment, invalidation 废除(合同) cancellation (支票)作废 annulment 撤消(遗嘱) repeal rescission 撤消(判决) revocation 撤消immunity 豁免，豁免权 disability, legal incapacity 无资格 nonretroactive character 不溯既往性 prescription 剥夺公权 attainder 公民权利的剥夺和财产的没收constitutional law 宪法 canon law 教会法规 common law 习惯法 criminal law 刑法 administrative law 行政法civil law 民法 commercial law, mercantile law 商法 law of nations 万国公法，国际法 international law 国际法natural law 自然法 labour laws 劳工法 fiscal law 财政法 Civil Suit Law, Code of civil law 民事诉讼法Military Law 军法 Conscript Law 兵役法Copyright Law 著作权法 penal code 刑法典 code of mercantile law 商法典 civil rights 民事权利，公民权利right of asylum 避难权 human rights, rights of man 人权 (customs) duties 关税 death duty, death tax 遗产税royalties 版税。
法律常用术语【（一）、法令】◆rule 条例◆law 法律◆criminal law 刑法◆interpret 解释（法律）◆the legislature 立法机构◆the legal system/ the judicial system/ court system法律体系【(二)、主体】◆the judge 法官◆the lawyer律师（总称）◆the jury陪审团◆the juror陪审团成员◆the prosecutor（刑事案件）原告人；检察官，公诉人；◆the plaintiff (民事案件) 原告人◆the injured party/victim 被害人◆witness/eyewitness 见证人，目击者◆the prosecution 原告及其代理律师；代表原告的律师◆the accused/defendant 被告人◆the defense lawyer/counselor 被告辩护律师【（三）、违法】【案件种类】◆case 案件◆crime - criminal adj.◆a criminal case 刑事案件◆a civil case 民事案件【行为/罪名--criminal behavior】◆guilt n. [Antonym] innocenceguilty adj. [Antonym]innocentguilty of a crime/chargeinnocent of a crime/chargecommit a crimeviolate a criminal law◆murder 谋杀罪first-degree murder (deliberately)一级谋杀罪；故意杀人罪manslaughter (not intentionally) 一般杀人罪；过失杀人罪◆forgery 伪造罪sexual harassment 性骚扰malfeasance 渎职罪◆criminal: n. 罪犯a convicted criminal ：one who has been judged guilty in a court of lawa hardened criminal ：someone who has committed many crimes◆stab v. 用刀具行凶，捅，刺to kill or hurt someone by pushing a knife or other sharp object into their bodystab someone to death 刺死flick knife /switch blade/knife 弹簧刀◆mug v. =rob抢劫to attack someone in a public place and steal their money, jewellery, or other possessions【（四）、程序】【逮捕】◆arrest◆pick up ：to arrest someone and take them away in a car【调查】◆investigationconduct a criminal investigation into◆criminal proceedings ：the process of examining a crime in a courtof law◆cross-examination【诉讼】◆find someone guilty/not guilty of something :officially decide thatthey are guilty/not guilty◆to be charged with/to be accused ofto accuse sb. of certain crime◆charge v.to charge sb. with certain crimebe charged with (doing) sthe.g. They are the jury for the trial of a boy charged with murdering his father.◆prosecute -prosecution n.to prosecute sb. for sth.face prosecution overto bring a prosecution against sb. 对…提起诉讼escape prosecution◆criminal charges ：official statements saying that sb is accusedby the police of committing a crime◆claim v. to say that someone’s actions are the cause of something 【法庭种类】◆a criminal court 刑事法庭,e.g. The scene is a jury room in a criminal court.◆a civil court 民事法庭◆children’s court 少年法庭◆The Supreme Court 最高法院【监督】◆supervise监督【作证】◆to testify v.作证to make a statement about something you saw, know, or experienced, usually in a court of lawtestify for/against someonetestimony证词◆proofdefinite proofprovide the proofpresent the proof◆evidence 证据，证物to identify 鉴别◆flimsy adj. not very reliableflimsy evidenceaccurate adj. correct or true in every detailunshakable adj. 不可动摇的self-contradiction 自相矛盾◆alibi n. 不在场的证据someone who has an alibi can prove that they were somewhere else when a crime was committed and so can claim to be not guilty【庭审】◆question v.◆question/suspect sb’s motive【辩护】◆to defend sb 为…辩护◆to refute 反驳--refutable adj.--refutation n.【陪审团讨论】◆the jury陪审团◆a grand jury 大陪审团◆the juror陪审团成员◆the jury room 陪审室◆discuss - discussion讨论◆proposal 提议◆vote 投票◆abstain v. 弃权◆vote for/in favor of/against◆take a preliminary votee.g. I think i t’s customary to take a preliminary vote◆analyze 分析◆assume v. 假定◆ballot n. 无记名投票◆to argue with 争论◆agreement 一致意见◆disagreement 反对意见◆a reasonable doubt◆to hang the jury: to make the jury unable to reach a unanimousdecision◆declare a hung jury◆reach a unanimous decision◆be deemed innocent/guilty 被认为无罪/有罪◆prove innocent/guilty被证明无罪/有罪【审判】◆guilty/ not guilty(innocent)◆trial/ the jury trial审判◆a fair trial◆set free / acquitted 无罪释放◆admit v. agree that something is true 承认◆plead guilty to something : say that you are guiltye.g. He pleaded guilty to all charges.【（五）、处罚--punishment】【场所】◆reform school 感化院,◆jail/ prison n.监狱【方式】◆jail v. to put someone in jailto be in jailjail someone for somethinggo/ be sent to jailto serve a jail term◆be executedthe executionerto pull the switch◆to send sb. to the chair =send someone to the electric chair /tosentence sb. to be electrocuted电刑to sentence sb. to deathgive the sentence 施刑◆get out of jail【其他】◆have the right to do 有权◆on behalf of 代表draft 法案，草案Government bill 政府议案to pass a bill, to carry a bill 通过议案to enact a law, to promulgate a law 颁布法律ratification, confirmation 批准law enforcement 法律的实施to come into force 生效decree 法令clause 条款minutes 备忘录report 判例汇编codification 法律汇编legislation 立法legislator 立法者jurist 法学家jurisprudence 法学legitimation 合法化legality, lawfulness 法制，合法legal, lawful 合法的,依法的to contravene a law, to infringe a law, to break a law 违法outlaw, outside the law 超出法律范围的offender 罪犯to abolish 废止，取消rescission, annulment 废除，取消repeal, revocation, annulment 废除(法律)cancellation, annulment, invalidation 废除(合同) cancellation (支票)作废annulment 撤消(遗嘱)repeal rescission 撤消(判决)revocation 撤消immunity 豁免，豁免权disability, legal incapacity 无资格nonretroactive character 不溯既往性prescription 剥夺公权attainder 公民权利的剥夺和财产的没收constitutional law 宪法canon law 教会法规common law 习惯法criminal law 刑法administrative law 行政法civil law 民法commercial law, mercantile law 商法law of nations 万国公法，国际法international law 国际法natural law 自然法labour laws 劳工法fiscal law 财政法Civil Suit Law, Code of civil law 民事诉讼法Military Law 军法Conscript Law 兵役法Copyright Law 著作权法penal code 刑法典code of mercantile law 商法典civil rights 民事权利，公民权利right of asylum 避难权human rights, rights of man 人权(customs) duties 关税death duty, death tax 遗产税royalties 版税。
风险投资词汇AAcceleration Clause 加速条款一个允许债权人在特定情况下，如债务人无力偿债、破产或违约时，要求偿还全部余额的条款。
风险投资中常用与雇佣协议中的条款，允许雇员提前于分期到位安排的进度执行部分和所有的股票期权，一般在企业被收购的时候可以采用这一条款。
Accredited Investor 可信投资者根据美国证管会Regulation D规定，私募购买者之人数不可超过35人，但满足以下条件的购买者不计入人数限制内。
该购买者的身价至少需达到美金100万元或年收入达二十万美元，或者至少十五万美元的投资，而且该项金额不得超过他资产净值的20%。
当有限私有合伙公司（private limited partnership）在做私募(privatc placement)时，因无力通过只有较少资的35名投资者筹足资金而利用这种方式让投资大户参与投资，这项规定并没有对外国投资者加以设限。
Adjusted Present Value, APV 经调整的现值净现值法中的一个变量，适合于公司债务发生变化或公司过去有损失而可以冲减应税收入的情况。
Adjvisory Board 顾问委员会由有限合作伙伴或外部人士组成的、向私人权益投资机构提供建议的委员会。
例如，该委员会可以在每个财务年度末就基金总体发展战略或为私营企业估值提供指导意见。
Agcncy Problcm 代理问题代理人和投资者之间的冲突，或更一般的说，是指代理人不愿意服从雇佣他的委托人的意愿的情况。
Angcl/Angel Investor 天使投资者投资于创业企业的富有个人。
他们所用于投资的是自已的资本而不是机构或是其他个人投资者的资本，通常投资于高风险搞回报的项目。
Angels Financing 天使融资从富有的个人投资者取得的融资，一般用于种子期融资。
Anti-dilution Provision 反稀释条款用于优先股协议中一个条款，如果公司在后期融资中的价值评估低于优先股投资者的股份购买价格，这一条款将向上调整优先股股东的股份数量（或在公司中的股份比例）。
This sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions.TERM SHEETThis term sheet maps to the NVCA Model Documents, and for convenience the provisions are grouped according to the particular Model Document in which they may be found. Although this term sheet is perhaps somewhat longer than a "typical" VC Term Sheet, the aim is to provide a level of detail that makes the term sheet useful as both a road map for the document drafters and as a reference source for the business people to quickly find deal terms without the necessity of having to consult the legal documents (assuming of course there have been no changes to the material deal terms prior to execution of the final documents).FOR SERIES A PREFERRED STOCK FINANCING OF[INSERT COMPANY NAME], INC.[ __, 20__]This Term Sheet summarizes the principal terms of the Series A Preferred Stock Financing of [___________], Inc., a [Delaware] corporation (the “Company”). In consideration of the time and expense devoted and to be devoted by the Investors with respect to this investment, the No Shop/Confidentiality [and Counsel and Expenses] provisions of this Term Sheet shall be binding obligations of the Company whether or not the financing is consummated. No other legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is conditioned on the completion of due diligence, legal review and documentation that is satisfactory to the Investors. This Term Sheet shall be governed in all respects by the laws of [______________the ].1Offering TermsClosing Date: As soon as practicable following the Company’s acceptance of thisTerm Sheet and satisfaction of the Conditions to Closing (the“Closing”). [provide for multiple closings if applicable] Investors: Investor No. 1: [_______] shares ([__]%), $[_________]Investor No. 2: [_______] shares ([__]%), $[_________][as well other investors mutually agreed upon by Investors and theCompany]Amount Raised: $[________], [including $[________] from the conversion ofprincipal [and interest] on bridge notes].2Price Per Share: $[________] per share (based on the capitalization of the Companyset forth below) (the “Original Purchase Price”).1The choice of law governing a term sheet can be important because in some jurisdictions a term sheet that expressly states that it is nonbinding may nonetheless create an enforceable obligation to negotiate the terms set forth inthe term sheet in good faith. Compare SIGA Techs., Inc. v. PharmAthene, Inc., Case No. C.A. 2627 ( (Del. Supreme Court May 24, 2013) (holding that where parties agreed to negotiate in good faith in accordance with a term sheet, thatobligation was enforceable notwithstanding the fact that the term sheet itself was not signed and contained a footer oneach page stating “Non Binding Terms”); EQT Infrastructure Ltd. v. Smith, 861 F. Supp. 2d 220 (S.D.N.Y. 2012); Stanford Hotels Corp. v. Potomac Creek Assocs., L.P., 18 A.3d 725 (D.C. App. 2011)with Rosenfield v. United StatesTrust Co., 5 N.E. 323, 326 (Mass. 1935) (“An agreement to reach an agreement is a contradiction in terms and imposes no obligation on th e parties thereo.”); Martin v. Martin, 326 S.W.3d 741 (Tex. App. 2010); Va. Power Energy Mktg. v. EQT Energy, LLC, 2012 WL 2905110 (E.D. Va. July 16, 2012). As such, because a “nonbinding” term sheet governed by thelaw of a jurisdiction such as Delaware, New York or the District of Columbia may in fact create an enforceable obligationto negotiate in good faith to come to agreement on the terms set forth in the term sheet, parties should give considerationto the choice of law selected to govern the term sheet.2Modify this provision to account for staged investments or investments dependent on the achievement of milestones by the Company.Pre-Money Valuation: The Original Purchase Price is based upon a fully-diluted pre-moneyvaluation of $[_____] and a fully-diluted post-money valuation of$[______] (including an employee pool representing [__]% of thefully-diluted post-money capitalization).Capitalization: The Company’s capital structure before and after the Closing is setforth on Exhibit A.CHARTER3Dividends: [Alternative 1: Dividends will be paid on the Series A Preferred onan as-converted basis when, as, and if paid on the Common Stock][Alternative 2: The Series A Preferred will carry an annual [__]%cumulative dividend [payable upon a liquidation or redemption]. Forany other dividends or distributions, participation with CommonStock on an as-converted basis.] 4[Alternative 3: Non-cumulative dividends will be paid on the SeriesA Preferred in an amount equal to $[_____] per share of Series APreferred when and if declared by the Board.]Liquidation Preference: In the event of any liquidation, dissolution or winding up of theCompany, the proceeds shall be paid as follows:[Alternative 1 (non-participating Preferred Stock): First pay [one]times the Original Purchase Price [plus accrued dividends] [plusdeclared and unpaid dividends] on each share of Series A Preferred(or, if greater, the amount that the Series A Preferred would receiveon an as-converted basis). The balance of any proceeds shall bedistributed pro rata to holders of Common Stock.][Alternative 2 (full participating Preferred Stock): First pay [one]times the Original Purchase Price [plus accrued dividends] [plusdeclared and unpaid dividends] on each share of Series A Preferred.Thereafter, the Series A Preferred participates with the Common3The Charter (Certificate of Incorporation) is a public document, filed with the Secretary of State of the statein which the company is incorporated, that establishes all of the rights, preferences, privileges and restrictions of the Preferred Stock.4In some cases, accrued and unpaid dividends are payable on conversion as well as upon a liquidation event. Most typically, however, dividends are not paid if the preferred is converted. Another alternative is to give the Companythe option to pay accrued and unpaid dividends in cash or in common shares valued at fair market value. The latter are referred to as “PIK” (payment-in-kind) dividends.Stock pro rata on an as-converted basis.][Alternative 3 (cap on Preferred Stock participation rights): First pay[one] times the Original Purchase Price [plus accrued dividends][plus declared and unpaid dividends] on each share of Series APreferred. Thereafter, Series A Preferred participates with CommonStock pro rata on an as-converted basis until the holders of Series APreferred receive an aggregate of[_____] times the Original PurchasePrice (including the amount paid pursuant to the precedingsentence).]A merger or consolidation (other than one in which stockholders ofthe Company own a majority by voting power of the outstandingshares of the surviving or acquiring corporation) and a sale, lease,transfer, exclusive license or other disposition of all or substantiallyall of the assets of the Company will be treated as a liquidation event(a “Deemed Liquidation Event”), thereby triggering payment of theliquidation preferences described above [unless the holders of [___]%of the Series A Preferred elect otherwise]. [The Investors' entitlementto their liquidation preference shall not be abrogated or diminished inthe event part of the consideration is subject to escrow in connectionwith a Deemed Liquidation Event.]5Voting Rights: The Series A Preferred shall vote together with the Common Stock onan as-converted basis, and not as a separate class, except (i) [so longas [insert fixed number, or %, or “any”] shares of Series A Preferredare outstanding,] the Series A Preferred as a class shall be entitled toelect [_______] [(_)] members of the Board (the “Series ADirectors”), and (ii) as required by law. The Company’s Certificateof Incorporation will provide that the number of authorized shares ofCommon Stock may be increased or decreased with the approval of amajority of the Preferred and Common Stock, voting together as asingle class, and without a separate class vote by the Common Stock.6 Protective Provisions: [So long as[insert fixed number, or %, or “any”] shares of Series APreferred are outstanding,] in addition to any other vote or approvalr equired under the Company’s Charter or Bylaws,the Company willnot, without the written consent of the holders of at least [__]% of theCompany’s Series A Preferred, either directly or by amendment,merger, consolidation, or otherwise:(i) liquidate, dissolve or wind-up the affairs of the Company, or5See Subsection 2.3.4 of the Model Certificate of Incorporation and the detailed explanation in related footnote 25.6For corporations incorporated in California, one cannot “opt out” of the statutory requirement of a s eparate class vote by Common Stockholders to authorize shares of Common Stock. The purpose of this provision is to "opt out"of DGL 242(b)(2).effect any merger or consolidation or any other DeemedLiquidation Event; (ii) amend, alter, or repeal any provision of theCertificate of Incorporation or Bylaws [in a manner adverse to theSeries A Preferred];7 (iii) create or authorize the creation of orissue any other security convertible into or exercisable for anyequity security, having rights, preferences or privileges senior toor on parity with the Series A Preferred, or increase the authorizednumber of shares of Series A Preferred; (iv) purchase or redeemor pay any dividend on any capital stock prior to the Series APreferred, [other than stock repurchased from former employeesor consultants in connection with the cessation of theiremployment/services, at the lower of fair market value or cost;][other than as approved by the Board, including the approval of[_____] Series A Director(s)]; or (v) create or authorize thecreation of any debt security [if the Company’s aggregateindebtedness would exceed $[____][other than equipment leasesor bank lines of credit][unless such debt security has received theprior approval of the Board of Directors, including the approval of[________] Series A Director(s)]; (vi) create or hold capital stockin any subsidiary that is not a wholly-owned subsidiary or disposeof any subsidiary stock or all or substantially all of any subsidiaryassets; [or (vii) increase or decrease the size of the Board ofDirectors].8Optional Conversion: The Series A Preferred initially converts 1:1 to Common Stock at anytime at option of holder, subject to adjustments for stock dividends,splits, combinations and similar events and as described below under“Anti-dilution Provisions.”Anti-dilution Provisions: In the event that the Company issues additional securities at apurchase price less than the current Series A Preferred conversionprice, such conversion price shall be adjusted in accordance with thefollowing formula:[Alternative 1: “Typical” weighted average:CP2 = CP1 * (A+B) / (A+C)CP2= Series A Conversion Price in effect immediately afternew issueCP1= Series A Conversion Price in effect immediately priorto new issue7Note that as a matter of background law, Section 242(b)(2) of the Delaware General Corporation Law provides that if any proposed charter amendment would adversely alter the rights, preferences and powers of one series of Preferred Stock, but not similarly adversely alter the entire class of all Preferred Stock, then the holders of that series are entitled to a separate series vote on the amendment.8The board size provision may also be addressed in the Voting Agreement; see Section 1.1 of the Model Voting Agreement.A = Number of shares of Common Stock deemed to beoutstanding immediately prior to new issue (includesall shares of outstanding common stock, all shares ofoutstanding preferred stock on an as-converted basis,and all outstanding options on an as-exercised basis;and does not include any convertible securitiesconverting into this round of financing)9B = Aggregate consideration received by the Corporationwith respect to the new issue divided by CP1C = Number of shares of stock issued in the subjecttransaction][Alternative 2: Full-ratchet – the conversion price will be reduced tothe price at which the new shares are issued.][Alternative 3: No price-based anti-dilution protection.]The following issuances shall not trigger anti-dilution adjustment:10(i) securities issuable upon conversion of any of the Series APreferred, or as a dividend or distribution on the Series APreferred; (ii) securities issued upon the conversion of anydebenture, warrant, option, or other convertible security; (iii)Common Stock issuable upon a stock split, stock dividend, or anysubdivision of shares of Common Stock; and (iv) shares ofCommon Stock (or options to purchase such shares of CommonStock) issued or issuable to employees or directors of, orconsultants to, the Company pursuant to any plan approved by theCompany’s Board of Directors [including at leas t [_______]Series A Director(s)].Mandatory Conversion: Each share of Series A Preferred will automatically be converted intoCommon Stock at the then applicable conversion rate in the event ofthe closing of a [firm commitment] underwritten public offering witha price of [___]times the Original Purchase Price (subject toadjustments for stock dividends, splits, combinations and similarevents) and [net/gross] proceeds to the Company of not less than$[_______] (a “QPO”), or (ii) upon the written conse nt of the holdersof [__]%of the Series A Preferred.11[Pay-to-Play: [Unless the holders of [__]% of the Series A elect otherwise,] on any9The "broadest" base would include shares reserved in the option pool.10Note that additional exclusions are frequently negotiated, such as issuances in connection with equipment leasing and commercial borrowing. See Subsections 4.4.1(d)(v)-(viii) of the Model Certificate of Incorporation for additional exclusions.11The per share test ensures that the investor achieves a significant return on investment before the Companycan go public. Also consider allowing a non-QPO to become a QPO if an adjustment is made to the Conversion Price forthe benefit of the investor, so that the investor does not have the power to block a public offering.subsequent [down] round all [Major] Investors are required topurchase their pro rata share of the securities set aside by the Boardfor purchase by the [Major] Investors. All shares of Series APreferred12 of any [Major] Investor failing to do so will automatically[lose anti-dilution rights] [lose right to participate in future rounds][convert to Common Stock and lose the right to a Board seat ifapplicable].]13Redemption Rights:14Unless prohibited by Delaware law governing distributions tostockholders, the Series A Preferred shall be redeemable at the optionof holders of at least[__]% of the Series A Preferred commencingany time after [________] at a price equal to the Original PurchasePrice [plus all accrued but unpaid dividends]. Redemption shalloccur in three equal annual portions. Upon a redemption requestfrom the holders of the required percentage of the Series A Preferred,all Series A Preferred shares shall be redeemed [(except for anySeries A holders who affirmatively opt-out)].15STOCK PURCHASE AGREEMENTRepresentations and Warranties: Standard representations and warranties by the Company. [Representations and warranties by Founders regarding technology ownership, etc.].1612Alternatively, this provision could apply on a proportionate basis (e.g., if Investor plays for ½ of pro rata share, receives ½ of anti-dilution adjustment).13If the punishment for failure to participate is losing some but not all rights of the Preferred (e.g., anything other than a forced conversion to common), the Certificate of Incorporation will need to have so-called “blank check preferred” provisions at least to the extent necessary to enable the Board to issue a “shadow” class of preferred with diminished rights in the event an investor fails to participate. Because these provisions flow through the charter, an alternative Model Certificate of Incorporation with “pay-to-play lite” provisions (e.g., shadow Preferred) has been posted. As a drafting matter, it is far easier to simply have (some or all of) the preferred convert to common.14Redemption rights allow Investors to force the Company to redeem their shares at cost (and sometimes investors may also request a small guaranteed rate of return, in the form of a dividend). In practice, redemption rights are not often used; however, they do provide a form of exit and some possible leverage over the Company. While it is possible that the right to recei ve dividends on redemption could give rise to a Code Section 305 “deemed dividend” problem, many tax practitioners take the view that if the liquidation preference provisions in the Charter are drafted to provide that, on conversion, the holder receives the greater of its liquidation preference or its as-converted amount (as provided in the Model Certificate of Incorporation), then there is no Section 305 issue.15Due to statutory restrictions, the Company may not be legally permitted to redeem in the very circumstances where investors most want it (the so-called “sideways situation”). Accordingly, and particulary in light of the Delaware Chancery Court’s ruling in Thoughtworks (see discussion in Model Charter), investors may seek enforcement provisions to give their redemption rights more teeth - e.g., the holders of a majority of the Series A Preferred shall be entitled to elect a majority of the Company’s Board of Directors, or shall have consent rights on Company cash expenditures, until such amounts are paid in full.16Founders’ representations are controversial and may elicit significant resistance as they are found in a minority of venture deals. They are more likely to appear if Founders are receiving liquidity from the transaction, or if there is heightened concern over intellectual property (e.g., the Company is a spin-out from an academic institution or the Founder was formerly with another company whose business could be deemed competitive with the Company), or in international deals. Founders’ representations are even less common in subsequent rounds, where risk is viewed asConditions to Closing: Standard conditions to Closing, which shall include, among otherthings, satisfactory completion of financial and legal due diligence,qualification of the shares under applicable Blue Sky laws, the filingof a Certificate of Incorporation establishing the rights andpreferences of the Series A Preferred, and an opinion of counsel to theCompany.Counsel and Expenses: [Investor/Company] counsel to draft Closing documents. Companyto pay all legal and administrative costs of the financing [at Closing],including reasonable fees (not to exceed $[_____])and expenses ofInvestor counsel[, unless the transaction is not completed because theInvestors withdraw their commitment without cause].17Company Counsel: []Investor Counsel: []INVESTOR S’ RIGHTS AGREEMENTRegistration Rights:Registrable Securities: All shares of Common Stock issuable upon conversion of the SeriesA Preferred [and [any other Common Stock held by the Investors]will be deemed “Registrable Securities.”18Demand Registration: Upon earliest of (i) [three-five] years after the Closing; or (ii) [six]months19 following an in itial public offering (“IPO”), personsholding [__]% of the Registrable Securities may request [one][two](consummated) registrations by the Company of their shares. Theaggregate offering price for such registration may not be less than$[5-15] million. A registration will count for this purpose only if (i)all Registrable Securities requested to be registered are registered,and (ii) it is closed, or withdrawn at the request of the Investors (other significantly diminished and fairly shared by the investors, rather than being disproportionately borne by the Founders. A sample set of Founders Representations is attached as an Addendum at the end of the Model Stock Purchase Agreement.17The bracketed text should be deleted if this section is not designated in the introductory paragraph as one ofthe sections that is binding upon the Company regardless of whether the financing is consummated.18Note that Founders/management sometimes also seek limited registration rights.19The Company will want the percentage to be high enough so that a significant portion of the investor base is behind the demand. Companies will typically resist allowing a single investor to cause a registration. Experienced investors will want to ensure that less experienced investors do not have the right to cause a demand registration. In some cases, different series of Preferred Stock may request the right for that series to initiate a certain number of demand registrations. Companies will typically resist this due to the cost and diversion of management resources when multiple constituencies have this right.than as a result of a material adverse change to the Company).Registration on Form S-3: The holders of [10-30]% of the Registrable Securities will have theright to require the Company to register on Form S-3, if available foruse by the Company, Registrable Securities for an aggregate offeringprice of at least $[1-5 million]. There will be no limit on theaggregate number of such Form S-3 registrations, provided that thereare no more than [two] per year.Piggyback Registration: The holders of Registrable Securities will be entitled to “piggyback”registration rights on all registration statements of the Company,subject to the right, however, of the Company and its underwriters toreduce the number of shares proposed to be registered to a minimumof [20-30]% on a pro rata basis and to complete reduction on an IPOat the underwriter’s discretion. In all events, the shares to beregistered by holders of Registrable Securities will be reduced onlyafter all other stockholders’ shares are reduced.Expenses: The registration expenses (exclusive of stock transfer taxes,underwriting discounts and commissions will be borne by theCompany. The Company will also pay the reasonable fees andexpenses[, not to exceed $______,] of one special counsel torepresent all the participating stockholders.Lock-up: Investors shall agree in connection with the IPO, if requested by themanaging underwriter, not to sell or transfer any shares of CommonStock of the Company [(including/excluding shares acquired in orfollowing the IPO)] for a period of up to 180 days [plus up to anadditional 18 days to the extent necessary to comply with applicableregulatory requirements]20following the IPO (provided all directorsand officers of the Company [and [1 – 5]% stockholders] agree to thesame lock-up). [Such lock-up agreement shall provide that anydiscretionary waiver or termination of the restrictions of suchagreements by the Company or representatives of the underwritersshall apply to Investors, pro rata, based on the number of shares held.Termination: Upon a Deemed Liquidation Event, [and/or] when all shares of anInvestor are eligible to be sold without restriction under Rule 144[and/or] the [____] anniversary of the IPO.No future registration rights may be granted without consent of theholders of a[majority] of the Registrable Securities unlesssubordinate to the Investor’s rights.20See commentary in footnotes 23 and 24 of the Model Investor s’ Rights Agreement regarding possible extensions of lock-up period.Management and Information Rights: A Management Rights letter from the Company, in a form reasonably acceptable to the Investors, will be delivered prior to Closing to each Investor that requests one.21Any [Major] Investor [(who is not a competitor)] will be granted access to Company facilities and personnel during normal business hours and with reasonable advance notification. The Company will deliver to such Major Investor (i) annual, quarterly, [and monthly] financial statements, and other information as determined by the Board; (ii) thirty days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and cash position on a month-to-month basis for the upcoming fiscal year[; and (iii) promptly following the end of each quarter an up-to-date capitalization table. A “Major Investor” means any Investor who purchases at least $[______] of Series A Preferred.Right to Participate Pro Rata in Future Rounds: All [Major] Investors shall have a pro rata right, based on their percentage equity ownership in the Company (assuming the conversion of all outstanding Preferred Stock into Common Stock and the exercise of all optio ns outstanding under the Company’s stock plans), to participate in subsequent issuances of equity securities of the Company (excluding those issuances listed at the end of the “Anti-dilution Provisions” section of this Term Sheet. In addition, should any [Major] Investor choose not to purchase its full pro rata share, the remaining [Major] Investors shall have the right to purchase the remaining pro rata shares.Matters Requiring Investor Director Approval: [So long as the holders of Series A Preferred are entitled to elect a Series A Director,the Company will not, without Board approval, which approval must include the affirmative vote of [one/both] of the Series A Director(s):(i) make any loan or advance to, or own any stock or othersecurities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (ii) make any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of a employee stock or option plan approved by the Board of Directors; (iii) guarantee, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (iv) make any investment inconsistent with any investment policy approved by the Board; (v) incur any aggregate indebtedness in excess of $[_____] that is not already included in a Board-approved budget, other than trade credit incurred in the ordinary course of business;21See commentary in introduction to Model Managements Rights Letter, explaining purpose of such letter.(vi) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person [except transactions resulting in payments to or by the Company in an amount less than $[60,000] per year], [or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors];22(vii) hire, fire, or change the compensation of the executive officers, including approving any option grants; (viii) change the principal business of the Company, enter new lines of business, or exit the current line of business; (ix) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (x) enter into any corporate strategic relationship involving the payment contribution or assignment by the Company or to the Company of assets greater than [$100,000.00].Non-Competition andNon-Solicitation Agreements:23Each Founder and key employee will enter into a [one] year non-competition and non-solicitation agreement in a form reasonably acceptable to the Investors.Non-Disclosure and Developments Agreement: Each current and former Founder, employee and consultant will enter into a non-disclosure and proprietary rights assignment agreement in a form reasonably acceptable to the Investors.Board Matters: [Each Board Committee shall include at least one Series A Director.]The Board of Directors shall meet at least [monthly][quarterly],unless otherwise agreed by a vote of the majority of Directors.The Company will bind D&O insurance with a carrier and in anamount satisfactory to the Board of Directors. Company to enter intoIndemnification Agreement with each Series A Director [andaffiliated funds] in form acceptable to such director. In the event theCompany merges with another entity and is not the surviving22Note that Section 402 of the Sarbanes-Oxley Act of 2003 would require repayment of any loans in full priorto the Company filing a registration statement for an IPO.23Note that non-compete restrictions (other than in connection with the sale of a business) are prohibited in California, and may not be enforceable in other jurisdictions, as well. In addition, some investors do not require such agreements for fear that employees will request additional consideration in exchange for signing aNon-Compete/Non-Solicit (and indeed the agreement may arguably be invalid absent such additional consideration - although having an employee sign a non-compete contemporaneous with hiring constitutes adequate consideration in jurisdictions where non-competes are generally enforceable). Others take the view that it should be up to the Board on a case-by-case basis to determine whether any particular key employee is required to sign such an agreement.Non-competes typically have a one year duration, although state law may permit up to two years. Note also that some states may require that a new Non-Compete be signed where there is a material change in the employee’sduties/salary/title.。
