2015年第二期-20150302发布合同英中翻译练习-Part Two
- 格式:docx
- 大小:16.14 KB
- 文档页数:2
【真题译文】2015新课标卷2阅读理解和完形填空2015年新课标卷2 A篇原文及译文曹建立高考英语2018-08-26[1] My color television has given me nothing but a headache. I was able to buy it a little over a year ago because I had my relatives give me money for my birthday instead of a lot of clothes that wouldn’t fit. I let a salesclerk fool me into buying a discontinued model, I realized this a day late, when I saw newspaper advertisements for the set at seventy-five dollars less than I had paid, The set worked so beautifully when I first got it home that I would keep it on until stations signed off for the night, Fortunately, I didn’t got any channels showing all-night movies or I would never have gotten to bed.[2] Then I started developing a problem with the set that involved static (静电) noise. For some reason, when certain shows switched into a commercial, a loud noise would sound for a few seconds. Gradually, this noise began to appear during a show, and to get rid of it, I had to change to another channel and then change it back. Sometimes this technique would not work, and I had to pick up the set and shake it to remove the sound. I actually began to build up my arm muscles(肌肉) shaking my set.[3] When neither of these methods removed the static noise, I would sit helplessly and wait for the noise to go away. At last I ended up hitting the set with my fist, and it stopped working altogether .My trip to the repair shop cost me $62, and the set is working well now, but I keep expecting more trouble.21. Why did the author say he was fooled into buying the TV set?A. He got an older model than he had expected.B. He couldn’t return it when it was broken.C. He could have bought it at a lower price.D. He failed to find any movie shows on it.22.Which of the following can best replace the phrase “signed off”in Paragraph 1?A. ended all their programsB. provided fewer channelsC. changed to commercialsD. showed all-night movies23. How did the author finally get his TV set working again?A. By shaking and hitting it.B. By turning it on and off.C. By switching channels.D. By having it repaired.24. How does the author sound when telling the story ?A. CuriousB. AnxiousC. CautiousD. Humorous参考译文我的彩色电视给我带来的只有头疼。
商务合同的翻译练习一参考译文一、商务合同的基本概念、分类与结构1. 概念2. 分类3. 结构二、合同英语的词汇特点及翻译策略1. 用词专业,具有法律意味:(1)根据不同的专业来确定词义例1:a. The premium rates vary with differed interests insured. ______________b. If the buyer fails to pay any account when due, the buyer shall be liable to pay the seller overdue interest on such unpaid amount. _________________c. The articles of our immediate interest are your Agricultural Washing Machines. _______析:a. 出自保险业,意思“被保险的货物”;b. 源于国际贸易,意思是“一方由于未能支付到期的应付款项而向另一方支付的过期利息”;c. 属于营销业,应译为“对什么产品、品牌感兴趣”。
例2:Party B shall train Party A’s technical personnel so as to enable them to master Party B’s design, mould design, performance test and technology in machining, erection and inspection of the contracted product, so that Party A can use the technical documents and know-how supplied by Party B to produce the same product and mould in Party A’s factory.乙方须负责对甲方技术员进行培训,以便甲方受训人员掌握合同产品的设计、模具设计、性能测试、加工工艺、装配工艺和质量检验技术,进而使甲方能利用乙方提供的技术资料和专门知识在甲方的厂内制造出相同的产品和模具。
汉译英1. 卖方将尽力在交货期内包装好所有货物。
The seller will endeavor to complete all packaging within time for the delivery date.2. 买方承担在货物运输和销售中的成本和费用。
32The buyer is responsible for the costs and charges incurred in the sale and transport of the goods.3. 卖方将一次性发送货物。
到交货地的运输方式将由卖方决定。
33The seller will deliver the goods in a single shipment. The mode of transport to the point of delivery is at the seller’s dis cretion. 4. 卖方应尽一切努力启运货物以便能及时交货。
The seller will make every effort to commence transport of the goods so that they will arrive by the delivery date.5. 如果推迟交货,卖方应立即告知买方推迟交货,预定的交货期和耽搁的理由。
If there is any delay, the seller will immediately notify the buyer of the delay, the expected time for delivery, and the reason for the delay.买方有权就新的交货日期与卖方进行重新磋商,双方将以书面形式在协议上写下所做出的修改。
或者,买方有权通知卖方终止合同。
The buyer will then have the option to renegotiate with the seller for a new delivery date, which the parties will confirm in writing as a modification to this agreement, or to notify the seller that the agreement is terminated.6. 为了自己的利益,买方将为运输中的货物投保。
涉外商务合同翻译练习:Contract of EmploymentI. Party A wishes to engage the service of Party B as an English teacher. The two parties, ina spirit of friendly cooperation, agree to sign this contract and pledge to fulfill conscientiously all the obligations stipulated hereinafter. 一,甲方愿意聘用一名英语教师对乙方的服务。
双方在友好合作的精神,自愿签订本合同并保证认真履行下文规定的各项义务II. The period of service will be from the 15th day of August, 2009 to the 15th day of July, 2010. 二。
服务期将从8月15日,2009年7月15日,2010年。
III. The duties of Party B:1. Party B shall have 25 hours of teaching to do every week.2. Party B shall finish some recording tasks as Party A requires.3. Party B shall do some odd jobs when Party A thinks them necessary.IV. Party B’s monthly salaries will be ¥4,000 RMB, 20% of which can be converted into foreign currency monthly.三。
乙方的职责:1。
乙方有25个教学小时,每星期做。
2015年下半年CATTI英语二级笔译实务真题(总分:100.00,做题时间:180分钟)一、英译汉(总题数:2,分数:50.00)1.Apple may well be the only technical company on the planet that would dare compare itself to Picasso.In a class at the company's internal university, the instructor (导师)likened the 11 lithographs that make up Picasso's The Bullto the way Apple builds its smart phones and other devices. The idea is that Apple designers strive for simplicity just as Picasso eliminated details to create a great work of art. Steven P. Jobs established the Apple University as a way to inculcate employees into Apple's business culture and educate them about its history, particularly as the company grew and the technical business changed. Courses are not required, only recommended, but getting new employees to enroll is rarely a problem.Randy Nelson, who came from the animation studio Pixar,co-founded by Mr. Jobs, is one of the teachers of “Communicating at Apple.” This course,open to various levels of employees, focuses on clear communication, not just for making products intuitive, but also for sharing ideas with peers and marketing products.In a version of the class taught last year, Mr. Nelson showed a slide of The Bull, a series of 11 lithographs of a bull that Picasso created over about a month, starting in late 1945. In the early stages, the bull has a snout, shoulder shanks and hooves, but over the iterations, those details vanish. The last image is a curvy stick figure that is still unmistakably a bull.“You go through more iterations until you can sim ply deliver your message in a very concise way, and that is true to the Applebrand and everything we do,” recalled one person who took the course.In “What Makes Apple,” another course that Mr. Nelson occasionally teachers, he showed a slide of the remote control for the Google TV, said an employee who took the class last year. The remote control has 78 buttons. Then, the employee said. Mr. Nelson displayed a photo of the Apple TV remote control, a thin piece of metal with just three buttons.How did Apple's designers decide on three buttons? They started out with an idea, Mr. Nelson explained, and debated until they had just what was needed 一a button to play and pause a video, a button to select something to watch, and another to go to the main menu.The Google TV remote control serves as a counterexample. It had so many buttons, Mr. Nelson said, because the individual engineers and designers who worked on the project all got what they wanted.(分数:25.00)___________________________________________________________ _______________________________正确答案:(苹果可能是世界上唯一敢自比毕加索的科技公司。
Article FifteenTransfer of part or whole of the stock rights of the joint venture shall be approved by the board of directors and submitted to the original examination and approval authorities for approval. The registration procedures for changes shall be dealt with at the original registration and administration office.Article SixteenNo parties shall be allowed to guaranty, mortgage or set other security interests to all or part of their subscribed stock without permission of the board of directors and approval of the relevant examination and approval authorities.Article SeventeenAny transferee of the stock rights of the joint venture shall resume the prospectus documents (including but not limited to the articles of association and the contract hereof) of the transferor and rights and obligations agreed upon between the transferor and the joint venture or other shareholders.Article EighteenThe term of the joint venture is thirty years calculated from the date of the issuance of the business license. Where one party proposes, the business term of the joint venture can be shortened or extended with unanimous permission from the board of directors and approval from the examination and approval authorities.Chapter Ten Distribution of ProfitsArticle NineteenPrinciples of profit distribution are defined as follows:1 Profits of the joint venture shall not be distributed before paying the taxes and drawing out the necessary fund in accordance with relevant laws and regulations.2 If the joint venture had gone in red in previous year(s), this year’s profit shall be used to pay off the debt. Profits of the joint venture shall not be distributed before the full recovery of the debt.3 The distributable profits left behind after the implementation of the above item i) and item ii) may be divided among all parties in proportion to their respective capital contributions upon the decision made by the board of directors in accordance with the provisions of this contract.4 Where the board of directors of the joint venture has approved the distribution of profits upon decision, the joint venture shall notify each party of the exact amount of profits within one month from the date of the decision made by the board of directors and shall remit the money into the bank accounts designated by each party.Chapter Eleven Service Object and CustomersArticle TwentyThe service object of the joint venture is mainly targeted at customers in China mainland while at the same time paying attention to HKSAR, MCSAR and other areas in Asian-pacific region.Chapter Twelve Board of DirectorsArticle twenty-oneThe joint venture shall set up the board of directors, which is the highest authority in the joint venture. The date of the establishment of the board of directors is the date of the issuance of thebusiness license of the joint venture.Article Twenty-two1 The board of directors is composed of five directors, of which two shall be appointed by Party A, one each appointed by Party B, Party C and Party D.2 Assignment, dismissal, recommendation or replacement of directors shall be presented in writing.3 The term of office for directors is three years. When the term of office expires, directors may resume their posts if reappointed by the original appointing party. Any vacancies in the board of directors shall be filled through the appointment of the original appointing party.4 Any party shall have the right to dismiss the appointed director(s) due to any reasons and designate other candidates to resume the office for the rest of the term on the conditions that notifications (in the forms of Electronic mails, Telex or writing, etc.) must be presented to other parties concerned.Article Twenty-three1 The board shall have one chairman and the chairman shall be selected from the directors appointed by Party A.2 The board of directors shall perform its duties.Article Twenty-four。
2015年5月翻译资格考试二级笔译实务真题及答案Section 1: English-Chinese Translation (50 points)Translate the following two passages into Chinese.Passage 1Early Maori adapted the tropically based east Polynesian culture in line with the challenges associated with a larger and more diverse environment, eventually developing their own distinctive culture.The British and Irish immigrants brought aspects of their own culture to New Zealand and also influenced Maori culture. More recently American, Australian, Asian and other European cultures have exerted influence on New Zealand.New Zealand music has been influenced by blues, jazz, country, rock and roll and hip hop, with many of these genres given a unique New Zealand interpretation. Maori developed traditional chants and songs from their ancient South-East Asian origins, and after centuries of isolation created a unique “monotonous” and “doleful”sound.The number of New Zealand films significantly increased during the 1970s. In 1978 the New Zealand Film Commission started assisting local film-makers and many films attained a world audience, some receiving international acknowledgement.New Zealand television primarily broadcasts American and British programming, along with a large number of Australian and local shows. The country’s diverse scenery and compact size, plus government incentives, have encouraged some producers to film big budget movies in New Zealand.The Ministry for Culture and Heritage is government’s leading adviser on cultural matters. The Ministry funds, monitors and supports a range of cultural agencies and delivers a range of high-quality cultural products and services.The Ministry provides advice to government on where to focus its interventions in the cultural sector. It seeks to ensure that funding is invested as effectively and efficiently as possible, and that government priorities are met.The Ministry has a strong track record of delivering high-quality publications, managing significant heritage and commemorations, and acting as guardian of New Zealand’s culture. The Ministry’s work prioritizes cultural outcomes and also supports educational, economic and social outcomes, linking with the work of a range of other government agenciesPassage 2Along a rugged, wide North Sea beach here on a recent day, children formed teams of eight to 10, taking their places beside mounds of sand carefully cordoned by tape. They had one hour for their sand castle competition. Some built fishlike structures, complete with scales. Others spent their time on elaborate ditch and dike labyrinths. Each castle was adorned on top with a white flag.Then they watched the sea invade and devour their work, seeing whose castle could withstand the tide longest. The last standing flag won.Theirs was no ordinary day at the beach, but a newly minted, state-sanctioned competition for schoolchildren to raise awareness of the dangers of rising sea levels in a country of precarious geography that has provided lessons for the world about water management, but that fears that its next generation will grow complacent. Fifty-five percent of the Netherlands is either below sea level or heavily flood-prone. Yet thanks to its renowned expertise and large water management budget (about 1.25 percent of gross domestic product), the Netherlands has averted catastrophe since a flooding disaster in 1953.Experts here say that they now worry that the famed Dutch water management system actually works too well and that citizens will begin to take for granted the nation’s success in staying dry. As global climate change threatens to raise sea levels by as much as four feet by the end of the century, the authorities here are working to make real to children the forecasts that may seem far-off, but that will shape their lives in adulthood and old age.“Everything works so smoothly that people don’t realize anymore that they are taking a risk in developing urban areas in low-lying areas,” said Hafkenscheid, the lead organizer of the competition and a water expert with the Foreign Ministry. Before the competition, the children, ages 6 to 11, were coached by experts in dike building and water management. Volunteers stood by, many of them freshly graduated civil engineers, giving last-minute advice on how best to battle the rising water.A recently released report by the Organization for Economic Cooperation and Development on water management in the Netherlands pointed to an “awareness gap”among Dutch citizens. The finding did much to get the sand castle contest off the ground.Section 2: Chinese-English Translation (50 points)Translate the following two passages into English.Passage 1改革开放30多年来,西藏通过深化改革和扩大开放积极推动全区商业、对外贸易和旅游产业加快发展,不仅增强了与内地的交流,同时也加强了与世界的联系和合作。
Contract Date : 合同日期Contract Number : 合同编号SALE & PURCHASE CONTRACT FOR BRAZIL IRON ORE FINES巴西铁矿石购销合同This contract (“Contract”) is made and entered into by and between:这个合同(“合同”)是由以下双方达成:Seller :卖方Buyer :买方Whereas, the Buyer agrees to buy and the Seller agrees to sell the be low-mentioned goods for Asia, on the terms and conditions stated belo w:在此,在下述的情况条件下,买方同意购买,卖方同意销售下文提及的货物,:CLAUSE 1 : DEFINITION 第一条:定义In this contract, the following terms shall, unless otherwise specifi cally defined, have the following meanings:在本合同中,除非另有特指,词语均定义如下,(A) "Ore" means Iron Ore Fines of Brazil Origin.“矿石”指的是产地巴西的铁矿石(B) "U.S. Currency" means the currency of the United States of America freely transferable from and payable to an external account.“美元货币”指的是美国的自由可转让的且可支付外国帐户的货币(B) "Metric Tonne or MT" means a tonne equivalent to 1,000 Kilogram.公吨或MT 指的是等于1000千克的一吨。
合同翻译练习及其答案合同翻译练习词汇与短语1.by virtue of2. take effect3. in quadruplicate4. enter into contract5. at the close of the fiscal year6. in witness whereof7. interested party8. limitation of liability9. hereinafter to be referred as10. null and void11. 水准基点12. 提单13. 由(甲方和乙方)14. 裁决委员会15. 不符16. 履约证明17. 有损于,对…不利18. 优惠期限19. (资产)清算20. 法定义务句子与段落1. Party A shall pay Party B a monthly salary of US $500 (SAY FIVE HUNDRED US DOLLARS ONLY).2. This Contract is made by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the under mentioned commodity subject to the terms and conditions stipulated below.3. This Contract shall come into force from the date of execution hereof by the Buyer and the Builder.4. The contract is made out in English and Chinese languages in quadruplicate, both texts being equally authentic, and each Party shall hold two copies of each text.5. After arrival of the goods at the port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter referred to as CCIB) for a further inspection as to the specifications and quantity/weight of the goods.6. Unless otherwise stipulated in the credit, the expression “Shipment” used in stipulating an earliest and/or a latest shipment date will be understood to include the expression “loading on board”, “dispatch” and “taking in charge”.7. Within 30 days after the signing and coming into effect of this contract, the Buyer shall proceed to pay the price for the goods to the seller by opening an irrevocableL/C for the full amount of USD30,000 in favor of the Seller through a bank at import port.8. The contract is made out in Chinese and English, both version being equally authentic, by and between ______ as the Seller and ______ as the Buyer whereby the Seller agrees to sell and the Buyer agrees to buy the undermentioned goods subject to the following terms and conditions.9. The date of Bill of Lading shall be taken as the conclusive proof of the date of shipment, six (6) days grace shall be allowed for shipment earlier or later than the time agreed upon by the Parties. In the event of the goods for one order being shipped in more than one lot, each lot shall be deemed to be a separate sale on Contract. 10.Should either of the parties to the contract be prevented from executing the contract by force majeure, such as earthquake, typhoon, flood, fire, war or other unforeseen events, and their occurrence and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by telegram without any delay, and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary organization explaining the reason of its inability to execute or delay the execution of all or part of the contract.11. The Customer and NEXPRESS each agree and undertake that during the Term and Thereafter it will keep confidential and will not use for its own purposes orwithout the prior written consent of the other party disclose to any third party any part or all information concerning the terms of this Agreement unless such information is in the public domain other than as a result of a breach of this clause.12. 合同允许______% 的溢短差额。
CIF Model Contract for Importation of Complete PlantCIF条件的成套设备进口合同范本Table of Contents 目录Article 1 Definitions第1条定义Article 2 Scope of the Contract第2条合同范围Article 3 Price第3条价格Article 4 Payment第4条支付Article 5 Delivery and Insurance第5条交货和保险Article 6 Packing and Marking第6条包装与标记Article 7 Technical Documentation第7条技术资料Article 8 Design and Design Liaison第8条设计与设计联络Article 9 Standards and Inspection第9条标准与检验Article 10 Erection, Test Run, Commissioning, Performance Test and Acceptance 第10条安装、试运行、投料试生产、性能考核及验收Article 11 Guarantee and Warranty第11条保证Article 12 Claim第12条索赔Article 13 Termination第13条合同终止Article 14 Improvement and Grant-back第14条技术改进与回授Article 15 Confidentiality第15条保密Article 16 Force Majeure第16条不可抗力Article 17 Taxes and Duties第17条税费Article 18 Arbitration第18条仲裁Article 19 Effectiveness of the Contract and Miscellaneous第19条合同生效及其他List of Appendices:附件目录:Appendix 1 The List of Contract Equipment within the Seller*s Supply Scope (Omitted)1.卖方供应范围内的合同设备清单;(略)Appendix 2 Contents of Patent and/or Know-how and Delivery Schedule of Related Documentation (Omitted) 2.专利和/专用技术的内容及相关资料的交付计划;(略)Appendix 3 Specification, Performance, Guarantee Indices and Warranty for the Contract Equipment, Contract Plant and Contract Product (Omitted)3.合同设备、合同工厂及合同产品的规格、性能、保证指标及合同设备、合同工厂的保证期;(略) Appendix 4 The Contents of Technical Service and the Treatment for the Seller's Technical Personnel4.技术服务内容和卖方技术人员待遇;Appendix 5 The Contents of Technical Training and the Treatment for the Buyer's Technical Personnel5.技术培训内容和买方技术人员待遇;Appendix 6 The Delivery Schedule of Contract Equipment (Omitted)6.合同设备交付计划;(略)Appendix 7 The List of the Itemized Price for the Contract Plant (Omitted)7.合同工厂分项价格清单;(略)Appendix 8 The Arrangement for Design Liaison and Delivery of Design Package (Omitted)8.技术联络安排和设计文件的交付;(略)Appendix 9 The Standard and Codes for Design (Omitted)9.设计标准和规范;(略)Appendix 10 The Arrangement for Erection, Test Run, Commissioning, Performance Test and Acceptance (Omitted)10.关于安装、试运行、投料试生产、性能考核及验收的安排;(略)Appendix 11 The Specimen of Irrevocable Letter of Guarantee for Advance Payment Issued by the Seller*s Bank11.卖方银行开立的不可撤销的预付款保函格式;Appendix 12 The Specimen of Irrevocable Letter of Guarantee Issued by the Buyer*s Bank12.买方银行开立的不可撤销的付款保函格式。
一、句子汉译英(本大题共8小题。
每小题3分。
共24分)请在答题卡上作答。
1.这种饮料男女老少皆宜。
2.良好的言谈举止令人钦佩,礼貌周全可以促成生意,反之可以毁掉生意。
3.产品的外观——是否令人喜爱和引人注目?4.“经济软着陆”是一个用于描述货币政策的词块。
5.劳神之处,预先致谢。
对于你方发盘定予仔细认真考虑。
6.书有可浅尝者,有可尽食者,少数则需咀嚼消化。
7.沟通原有的自然资源和最后消费者的需要所要经历的过程就是生产。
8.请勿在床上或其他容易引起火灾的地方吸烟。
二、句子英译汉(本大题共7小题,每小题3分,共21分)请在答题卡上作答。
9. The more is concealed,the more is revealed.10. Should one of the parties fail to comply with the terms and conditions of this Agreement,the other party is entitled to terminate this Agreement11. EXW12. Weight Meno/ Packing List in duplicate,indicating gross and net weights of each package.13. You will be pleased to hear that orders already received from your country have been moreen-couraging.14. Advance Trade and Investment for the establishment of a more reasonable multilateral trading system.15. Advertising is now becoming increasingly sophisticated and targeted.三、段落汉译英(本大题共5小题,每小题6分,共30分)请在答题卡上作答。
英汉合同翻译分享练习(请逐段对照翻译)1. The Employer hereby covenants to pay the Contractor in consideration of the execution and completion of the Works and the remedying of defects therein the Contract Price or such other sum as may become payable under the provisions of the Contract at the time and in the manner prescribed by the Contract.雇主根据工程的执行和完成,合同价格的补偿或合同中的条款在其规定的时间、方式下可支付的款项,在此承诺支付承包人。
2. All disputes arising from the performance of this Contract shall, through amicable negotiations, be settled by the Parties hereto. Should, through negotiation, no settlement be reached, the case in question shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission, Beijing and the arbitration rules of this commission shall be applied. The award of the arbitration shall be final and binding upon the Parties hereto. The Arbitration fee shall be borne by the losing party unless otherwise awarded by the Arbitration Commission.本合同履行产生的所有争议,应通过双方友好协商解决。
练习—合同翻译1. THIS CONTRACT(“Contract”)is made in [city and province],China on this day of ,200 by and between [Party A name],[Party A entity form] established and existing under the laws of China, with its legal address at [address] (hereinafter referred to as “Party A”), and [Party B name], [Party B entity form] organized and existing under the laws of [Party B jurisdiction of incorporation] with its legal address at [address] (hereinafter referred to as “Party B”). Party A and Party B shall hereinafter be referred to individually as a “Party ” and collectively as the “Parties”.2. After friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties have agreed to [describe subject matter of the Contract] in accordance with Applicable laws and the provisions of this Contract.3. Now the Parties Hereby Agree as follows:4.Definitions 定义Unless the terms or context of this contract otherwise provide, all term used in this Contract shall have the meanings set out in Schedule A hereto.5.Each party represents and warrants to the other Party that on the date hereof:(a)it is [an independent legal person] duly organized, validly existing and in goodstanding under the laws of the place of its establishment;(b)it has full authority to enter into this Contract and to perform its obligations hereunder;(c)it has authorized its representative to sign this Contract and from and after the EffectiveDate the provisions of this Contract shall be legally binding upon it;6its execution of this Contract and its performance of its obligations hereunder(i)will not violate any provision of its business license, articles of incorporation, articles of association or similar organizational documents; (ii) will not violate any Applicable Law or any governmental authorization or approval; and (iii) will not violate or result in a default under any contract to which it is a party or to which it is subject;7.no lawsuit, arbitration or other legal or governmental proceeding is pending or, to its knowledge, threatened against it that would affect its ability to perform its obligations under this Contract; and8.it has disclosed to the other Party all documents issued by and governmental department that may have a material adverse effect on its ability to full perform its obligations under this Contract,and the documents previously provided by it to the other Party do not contain any misstatements or omissions of material facts.9. consequences of inaccuracy in Representationsif any of the above representations and warranties of a Party are not accurate in all material respects on the date hereof, then such Party shall be in breach of this Contract.Term10 ExtensionThe Term shall expire automatically on the Expiration Date, unless extended for an additional term of [__] years through a written contract signed by the authorized representatives of the Parties at least [sixty (60)] days prior to the Expiration Date.11. This Contract may be terminated at any time prior to expiration of the Term by the mutual written contract of the Parties.12. At any time prior to the expiration of the Term, a Party (“Notifying Party ”) may terminate this Contract through notice to the other Party in writing if:13.the other Party materially breaches this contract, and such breach is not cured within the CurePeriod granted pursuant to Article .1(a) (Remedies for Breach of Contract); or14.the other Party becomes bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business or becomes unable to pay its debts as they come due; or15.the conditions or consequences of Force Majeure (as hereinafter defined) which have a material adverse effect on the affected Party’s ability to perform continue for a peri od in excess of six (6) months and the Parties have been unable to find an equitable solution pursuant to Article .2(c) (Consequences of Force Majeure) hereof; orConfidentiality16. From time to time prior to and during the term of this Contract eith er Party (“disclosing Party ”)has disclosed or may disclose Confidential Information to the other Party (“Receiving Party ”). The receiving Party shall, during the term of this Contract and for [__] years thereafter:(a)maintain the confidentiality of Confidential Information;(b)not to use Confidential Information for any purpose other than those specifically setout in this Contract; and(c)not disclose any such Confidential Information to any person or entity, except to itsemployees or employees of its Affiliates, its agents, attorneys, accountants and otheradvisors who need to know such information to perform their responsibilities andwho have signed written confidentiality contracts containing terms at least asstringent as the terms provided in this Article .17 Each party shall formulate rules and regulations to inform its directors, senior staff, and otheremployees, and those of their Affiliates of the confidentiality obligation set forth in this Articles .18 Upon the expiration or termination of this Contract, [and in any event upon the disclosingParty’s request at any time], the receiving Party shall (i) return to the other Party, or at the disclosing Party’s direction destroy, all materials (including any copies thereof) embodying the other Party’s Confidential Information and (ii) certify in writing to the other Party, within ten days following the other Party’s request, that all of such materials have been returned or destroyed.19 Limitation on LiabilityNotwithstanding any other provision of this Contract, neither Party shall be liable to the other Party for damages for loss of revenues or profits, loss of goodwill or any indirect or consequential damages in connection with the performance or non-performance of this Contract .The aggregate liability of a Party for all claims for any loss, damage or indemnity whatsoever resulting from such Party’s performance or non-performance of this Contract shall in no case exceed United States Dollars (US$ ) or the RMB equivalent thereof.Force Majeure20consequences of Force Majeure21.(a)if an event of Force Majeure occurs, a Party’s contractual obligations affected bysuch an event under this Contract shall be suspended during the period of delaycaused by the Force Majeure and shall be automatically extended, without penalty,for a period equal to such suspension.(b)The Party claiming Force Majeure shall promptly inform the other Parties inwriting and shall furnish within [fifteen (15)] days thereafter sufficient proof of theoccurrence and duration of such Force Majeure. The Party claiming Force Majeureshall also use all reasonable endeavors to terminate the Force Majeure.(c)In the event of Force Majeure, the Parties shall immediately consult with eachother in order to find an equitable solution and shall use all reasonable endeavorsto minimize the consequences of such Force Majeure.22. Settlement of Disputes1) Friendly consultationsIn the event of any dispute, controversy or claim (collectively, “dispute”) arising out of or relating to this Contract, or the breach, termination or invalidity hereof, the Parties shall attempt in the first instance to resolve such dispute through friendly consultations.2)Continuing Rights and ObligationsWhen any dispute occurs and is the subject of friendly consultations or arbitration, the Parties shall continue to exercise their remaining respective rights and fulfill their remaining respective obligations under this Contract, except in respect of those matters under dispute.3)Enforcement of AwardJudgment upon any arbitral award may be entered in any court having jurisdiction over the Party against which the award has been rendered, or application may be made to any such court for judicial acceptance of the award and an order of enforcement, as the case may be. In the event of judicial acceptance and an order of enforcement, each Party expressly waives all rights to object thereto, including any defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state.4)Injunctive ReliefNotwithstanding the foregoing, the Parties agree that each Party has the right to seek injunctive or other similar relief in any court of competent jurisdiction in respect of any claims of breach of confidentiality or IPR infringement.23 Miscellaneous Provisions1) Independent Contractor RelationshipThe parties are only establishing an independent contractor relationship with each other by entering into this Contract. Nothing in this Contract shall be construed or implied as:(a)establishing between the Parties hereto any partnership or any other form ofrelationship entailing joint liability;(b)constituting either of the Parties hereto as the agent of the other Party (except withthe other Pa rty’s prior written consent); or(c)authorizing either Party to incur any expenses or any other form of obligation onbehalf of the other Party (except with the other Party’s prior written consent).24 Binding EffectThis Contract is made for the benefit of the Parties hereto and their respective lawful successors and assignees and is legally binding on them.25amendmentThis Contract shall not be changed verbally, but only by a written instrument signed by the Parties.26 No publicityThe existence of this Contract, as well as its content, shall be held in confidence by both Parties and only disclosed as may be agreed to by both Parties or as may be required to meet securities disclosure or export permit requirements. Neither Party shall make public statements or issue publicity or media releases with regard to this Contract or the relationship between the Parties without the prior written approval of the other Party.27No SolicitationNeither Party shall directly solicit for employment the other Party’s pe rsonnel who are engaged in the performance of this Contract, during the Term of this Contract and within one(1) year after the Expiration Date, without the prior written consent of the other Party.28NoticesAny notice or written communication provided for in this Contract by either Party to the other, including but not limited to any and all offers, writings, or notices to be given hereunder, shall be made in [language] by courier service delivered letter or by facsimile [or electronic mail] and confirmed by courier service delivered letter, promptly transmitted or addressed to the appropriate Party. The date of receipt of a notice or communication hereunder shall be the date of delivery confirmed by the courier service in the case of a courier service delivered letter and the next working day after dispatch in the case of a facsimile [or email]. All notices and communications shall be sent to the appropriate address set forth below, until the same is changed by notice given in writing to the other Party.29Failure or delay on the part of any of the Parties hereto to exercise a right under this Contract shall not operate as a waiver thereof, nor shall any single or partial exercise of such a right preclude any other future exercise thereof.30signabilityThis Contract may not be assigned in whole or in part by the Party without the prior written consent of the other Party hereto.31everabilityThe invalidity of any provision of this Contract shall not affect the validity of any other provision of this Contract.32Entire AgreementThis Contract and the Schedules and annexes hereto constitute the entire agreement between the Parties hereto with respect to the subject matter of this Contract and supersede all prior discussions, negotiations and agreements between them.33Schedules and AnnexesThe Schedules and Annexes hereto are made an integral part of this Contract and are equally binding with the main body of the Contract. In the event of any conflict between the terms and provisions of the main body of the Contract and the Schedules or Annexes, the terms and provisions of the main body of this Contract shall prevail.34LanguageThis Contract is executed in the Chinese language in ( ) originals and in the English language in ( ) originals. Both language versions shall be equally authentic.35 IN WITNESS WHEREOF, each of parties hereto has caused this Contract to be executed by its duly authorized representative on the date first set forth above.36.unless the terms or context of this Contract otherwise provide, the following terms shall have the meanings set out below:1) “Affiliate” means any entity which, directly or indirectly, is controlled by , under commoncontrol with, or in control of, a Party; the term “control” being used in the sense of pow er to elect or appoint a majority of directors or to direct the management of a company.2) “Applicable Laws” mean the laws, regulations, rules, and legislative, executive orjudicial notices, orders, decisions or other documents binding on either Party or the subject matter of this Contract.3) “Business Day” means, in respect of Party A and any action to be taken by Party B in thePRC, any day on which the companies in the PRC are generally open for business in the PRC, including a Saturday or Sunday which the PRC government temporarily declares to be a working day (“Working Rest Day”), but excluding a statutory holiday, or a Saturday or Sunday other than a Working Rest Day; in respect of any action to be taken by Party B in [Party B Home Country], any day on which the companies in [Party B Home Country] are generally open for business in [Party B Home Country].4) “China” and “PRC” mean the People’s Republic of China, [but for purposes of thisContract do not include the special administrative regions of Hong Kong and Macau and the region of Taiwan]5)“Renminbi” or “RMB” means the lawful currency of China.6)“Term” means the initial or extended Contract term set out in Articles .1 or .2, as appropriate.。
1. The buyer shall have the covering letter of credit reach the Seller 30 days before shipment, failing which the Seller reserves the right to rescind without further notice, or to regard as still valid whole or any part of this contract not fulfilled by the Buyer, or to lodge a claim for losses thus sustained, if any.买方须在装船前30天将合同项下的信用证寄达卖方,否则卖方保留在不通知买方的情况下解除合同,或认为买方完全或者部分不履行合同,或向买方索取由此造成损失的权利。
2.In case of any discrepancy in Quality/Quantity, claim should be filed by the Buyer within 30 days after the arrival of the goods at port of destination; while for quantity discrepancy, claim should be filed by the Buyer within 15 days after the arrive of the goods at the port of destination.一旦发现货物质量或者数量有出入,买方须在目的港接到货后30天内提出索赔;若数量上有出入,买方应在收到货物后15天内提出索赔。
3. For transactions concluded on C.I.F. basis, it is understood that the insurance amount will be for 110% of the invoice value against the risks specified in the Sales Confirmation. If additional insurance amount or coverage required, the Buyer must have the consent of the Seller before Shipment, and the additional premium is to be borne by the Buyer.由于交易的术语为CIF,所以保险金额应为销售确认书上注明金额的110%。
3. The Securityholder and the Purchaser agree that the consideration to be provided to holders of Shares shall be as outlined in Schedule C hereto and the conditions to the Bid shall be as outlined in Schedule B hereto. The Securityholder acknowledges and agrees that the Purchaser may, in its sole discretion, modify or waive any term or condition of the Bid; provided that neither the Purchaser shall not, without the prior written consent of the Securityholder, increase the Minimum Tender Condition, impose additional conditions to the Bid, modify any condition of the Bid in a manner adverse to the Securityholder or Shareholders generally (which for greater certainty does not include a waiver of a condition), decrease the consideration per Share, decrease the number of Shares in respect of which the Bid is made, change the form of consideration payable under the Bid (other than to increase the total consideration per Share and/or add additional consideration or consideration alternatives) or otherwise vary the Bid or any terms or conditions thereof (which for greater certainty does not include a waiver of a condition) in a manner which is adverse to the Securityholder.
Subject to the satisfaction or waiver of the conditions of the Bid, the Purchaser shall within the time periods required by applicable Canadian provincial securities laws take up and pay for the Shares deposited under the Bid.
4. During the term of the Bid and provided that the Purchaser has complied with the terms thereof, the Securityholder agrees: (i) not to sell, assign, transfer, alienate, gift, pledge, option, hedge or enter into derivative transactions in respect of, or otherwise dispose of or encumber, (or agree to do any of the foregoing) any securities of Frontier, including, without limitation, any Shares, beneficially owned by such Securityholder or over which such Securityholder exercises control or direction, except pursuant to the Bid and except for transfers to an affiliate of the Securityholder where such affiliate executes an agreement on substantially the same terms as this Lock-Up Agreement or agrees to be bound by the provisions of this Lock-Up
Agreement; (ii) not to deposit any Shares, beneficially owned by such Securityholder or over which such Securityholder exercises control or direction, into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy with respect thereto; (iii) to accept the Bid and validly deposit or cause to be deposited and cause all acts and things to be done to deposit under the Bid, on or before the calendar day prior to the expiry of the Bid, all of the Shares currently beneficially owned by the Securityholder or over which the Securityholder exercises control or direction, together with a duly completed and executed letter of transmittal (or other appropriate instrument); and (iv) not to withdraw or cause to be withdrawn from the Bid such Shares as have been deposited to the Bid, or caused to be deposited to the Bid, by the Securityholder, unless a Superior Bid” (as hereinafter defined) is made by a third party.
For the purposes of this Lock-Up Agreement, a “Superior Bid” is any unsolicited bona fide written offer for the Subject Shares, any offer concerning any sale of Frontier or any of its material subsidiaries or any of their material properties, assets or any amalgamation, arrangement, merger, business combination, take-over bid, tender or exchange offer, variation of a take-over bid, tender or exchange offer or similar transaction involving Frontier which competes or interferes, by delay or otherwise, with the Bid (an Acquisition Proposal”) made to the board of directors of Frontier or its shares or directly to the Shareholders or Securityholder:
(i) that is made after the date hereof; and
(ii) that is in the Securityholder’s view, acting reasonably, more favourable to the Securityholder, from a financial point of view, than the consideration
per Share payable pursuant to the Bid.
5. The Securityholder agrees, from and after the date hereof until the earlier of:
(i) the termination of this Lock-Up Agreement pursuant to Section 10; and
(ii) the Expiry Time,
to cease soliciting, encouraging or initiating any inquiry or the making of any offer concerning an Acquisition Proposal.。