合同法律文件翻译练习(1)答案

This SENIOR SECURED CONVERTIBLE LOAN AGREEMENT (this Agreement) is entered as of October 14, 2005 ( the“Effective Date”) by and between:W I T N E S S E T H:WHEREAS, Lender and Borrower have agreed that Lender shall make to the Borrower an interest-free loan in the aggregate amount of RMB52,000, upon occurrence of certain conditions, within six months of the Effective Date, convertible into certain percentage of shares of Borrower subject to the terms and conditions of this Agreement.WHEREAS all the shareholders of the Borrower have agreed to grant to the Lender a security interest over the Collateral (as defined below) as security for the repayment of the Loan (as defined below).NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, each of the Parties hereto hereby agree as follows:SECTION 1. Amount and Terms of Loan.1.01 Commitment. Subject to and upon the terms and conditions herein set forth, the Lender agrees to issue a loan (each, a "Loan") to the Borrower and the term of the Loan is SIX ( 6 ) months from the Effective date of this Agreement (the “Term”). Should the Conversion fail to happen due to non fulfillment of certain conditionprecedents, the Term of the Loan may be extended upon written agreement between the Parties .该高级担保可转换贷款协议（这份协议）由双方于2005年11月14日（生效日）达成：兹证明：鉴于贷款人和借款人已经就52，000元人民币总额的免息贷款达成一致同意，但这是基于一定条件发生的，即在六个月的有效期内，可根据本协议的条款和条件转换为借款人一定比例的股份。

第五周额外作业：外贸合同常用条款1. Terms of Payme nt:付款方式：（1） Letter of Credit: The Buyer shall, ______ days prior to the time of shipme nt/after this Con tract comes into effect, ope n an irrevocable Letter of Credit in favor of the Seller. The Letter Of Credit shall expire _____________ days after the completion of loading of the shipment as stipulated.参考译文（1）信用证方式：买方应该在装运期前/合同生效后 ____ 日，开出以卖方为受益人的不可撤销信用证。

信用证在按照合同装船完毕后—日内到期。

Copying structure:买方应与_____ 日前向装运时间/合同生效后，开出。

（语句不通，没有检查）用词谨慎：（1）买方应该在装运期前（合同生效后）—日，括号不表示或者的关系，而是补充说明的关系，而装运期前不等于合同生效后；（2）买方、卖方混淆；（3）开具不可撤销信用证给卖方，勉强可以，但是出于慎重，还是要说明受益人，因为原文有强调信用证到期后的xx天完成装船-错误；in favor of…按买方偏好，为了卖方利益-错误（普通词汇的专业意义）卸货: unioading/ landing/ discharging of the shipmentirrevocable Letter of Credit 不可撤销信用证开证银行开具的信用证可以是：公开议付，即欢迎任何银行予以议付：限定议付，即只限定指名由某一银行议付；不许议付，即不许任何银行予以议付，只许由付款银行付款取单而且付款银行直接付款的对象仅限受益人。

ye翻译练习11. 选词(1) In every Chinese city, we got into the streets, shops, parks, theatres, and restaurants.(2) The levels of voltage, current, and power are, on their own, not sufficient for demarcation.(3) Mr. Collins seemed likely to sink into insignificance; to the young ladies he certainly was nothing.(4) As he said this, she could easily see that he had no doubt of a favorable answer. He spoke of apprehension and anxiety, but his countenance expressed real security.(5) I was in several minds how to dress myself on the important day, being divided between my desire to appear to advantage, and my apprehensions of putting on anything that might impair my severely practical character in the eyes of the Misses Spenlow.(6) She watched him grow and develop day by day and it was a never-ending wonder as he began to walk and talk and reason.(7) Sorrow came -- a gentle sorrow -- but not at all in the shape of any disagreeable consciousness -- Miss Taylor married. It was Miss Taylor's loss which first brought grief. It was on the wedding-day of this beloved friend that Emma first sat in mournful thought of any continuance.(8) Della finished her cry and attended to her cheeks with the powder rag.(9) Twenty dollars a week doesn't go far. Expenses had been greater than she had calculated.(10) Don't expect comfort. You've just got to be thankful if we get a bed to sleep on and a roof over our heads.(11) In practice, the selected interval thickness is usually a compromise between the need for a thin interval to maximize the resolution and a thick interval to minimize error.(12) Among the most productive contributions the broader international community can now make to rebuilding economic strength in East Asia is to assist these countries to develop their economic and financial policy, management and governance capacities.(13) When the history of the Nixon Administration finally written, the chances are that his Chinese policy will stand out as a model of common sense and good diplomacy.(14) The issue of insanity as a defense in criminal cases is at the interface of medicine, law and ethics.(15) I think your suggestion will work.(16) The frontier forces had to operate against the invaders.(17) The simplest way to succeed in business is to buy low and sell high.(18) We express our gratitude for the outstanding and challenging speech of Mr. Smith.(19) As a demanding boss, he expected total loyalty and dedication from his employees.(20) The show ran 120 performances.(21) 如在解释上遇有分歧，应以英文本为准。

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。

法律翻译:合同条款-Breach and Infringement / 违约和侵权1：If Party A materially breaches this Contract, Party B or its successor in interest is entitled to terminate this Contract or claim damages for the breach of contract. If Party B materially breaches this Contract, Party A is entitled to request Party B, by issuing a written notice, to redress the breach within fifteen (15) days upon receiving such notice. If Party B fails to redress the breach within the fifteen (15)-day period, Party A is entitled to rescind the Contract and claim damages for the breach of contract.如果甲方实质性违反本合同，乙方或其权益继承人有权终止本合同或要求得到损害赔偿。

如果乙方实质性违反本合同，甲方经发出书面通知，有权要求乙方在收到书面通知后十五（15）天内改正其违约行为。

如果乙方在十五（15）天期限内未予改正，甲方有权解除合同并要求得到违约赔偿。

2：If a Party materially fails to perform any of its obligations under this Contract or if a Party’s representation or warran ty under this Contract is materially untrue or inaccurate, such Party shall be deemed to have breached this Contract. The Party in breach shall have thirty (30) days from receipt of a notice form the other party specifying the breach to correct such breach if it is remediable. The Party in breach shall in any case be liable to the other Party for all damages caused by the breach. Liability for such damages shall not be waived in the event the non-breaching Party terminates this Contract under Article X. All remedies provided for herein and under law shall be cumulative.如果乙方实质上未履行其在本合同项下的任何义务，或一方在本合同项下的陈述或保证实质上是不真实地或不准确的，该方应被视为违反了本合同。

合同条文翻译第七部分格式条款一、服务合同格式条款Section 11 - Communications And Payments11.1 Checks will be made payable to: “ 【name 】” and sent to:【address 】Attention:Institution Tax Identification Number:11.2 Any notice required or permitted hereunder shall be in writing and shall be deemed given as of the date it is: (a) delivered by hand; (b) by overnight or next day delivery; (c) received by Registered or Certified Mail, postage prepaid, return receipt requested; or (d) received by facsimile, as can be presumptively demonstrated by return fax or letter demonstrating successful facsimile transmission; and addressed to the party to receive such notice at the address(es) and/or facsimile telephone number(s) set forth below, or such other address as is subsequently specified to the notifying party by the receiving party in writing.If to COMPANY:【name 】【address 】Telephone:Facsimile:If to ABC:【name 】【title 】【address 】Telephone:Facsimile:With a copy to:General Counsel【ABC 】【address 】Telephone:Facsimile:第十一条通讯和付款11.1 支票应当支付给：（名称）并送交至：地址：联系人：单位税号：11.2 本协议项下所有通知应当以书面形式为之，并且在下列情况下视为已经交付：(a) 专人递送；(b) 经由隔日送达业务递送；(c) 由挂号邮件或保证邮件方式接受，邮资预付，需要回执；(d) 由传真接收，并回传真或信函证明已经成功发送；通知应当按照下列地址送交当事人，或按照下列电话号码传送，或者按照接受一方最近书面通知的地址或号码为准：本公司：【名称】地址：电话号码：传真：ABC 公司：姓名：职务：【ABC 】【地址】电话：传真：另外抄送一份至：首席律师【ABC 公司名称】【地址】电话：传真：Section 12 – Arbitration and Applicable Law12.1 The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement shall be submitted to final and binding arbitration before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the arbitration process called for in this agreement by filing a written demand for arbitration with JAMS, with a copy to the other party. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS and with one another in selecting a single arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings. The parties covenant that they will participate in the arbitration in good faith. The provisions of this Paragraph may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the party against whom enforcement is ordered. The place of arbitration shall be Orange County, California. The arbitrators shall apply the law of the State of California (regardless of that jurisdiction‘s or any other jurisdiction’s choice of law principles).12.2 This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws rules.第十二条仲裁和适用法律12.1 本协议双方当事人同意：若因本协议或与本协议相关而产生任何争议，索赔或分歧，并且双方未能达成一致解决意见，则应当将前述争议、索赔或分歧提交至JAMS 或其继承人按照美国仲裁法案（United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. ）进行仲裁，其仲裁裁决具有终局性，对双方当事人具有约束力。