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China Commission Contract in English-Chinese 委托合同

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委托合同 Model of CHINA COMMISSION CONTRACT in English and Chinese used when a foreign company pays a commission to the chinese agent that sales its products or services in China.

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China Commission Contract in English-Chinese 委托合同

  1. 1. CHINA COMMISSION CONTRACT 委托合同 Main Clauses Applicable Law and Arbitration Model Contract (English-Chinese)
  2. 2. CHINA COMMISSION CONTRACT 委托合同 1. Introduction 2. Main clauses 3. Law and Jurisdiction 4. Arbitration 5. Language 6. Model Contract (English-Chinese) www.globalnegotiator.com
  3. 3. This Commission Contract for China is used when a company entrusts the sale (exclusive or non-exclusive) of products and services to a person or company (agent) in China in exchange for fees which are established solely as a percentage of the amount of sales made. The Chinese agent carries out its activity in accordance with the sale conditions established by the company, and is not entitled to negotiate or sign Contracts with Chinese buyers on the company’s behalf. This contract is used for sporadic sales in which there is not a continuous relationship between the company and the agent in China. Should the parties prefer to establish a regular relationship between them, the China Agency Contract should be used. 1. INTRODUCTION www.globalnegotiator.com
  4. 4. Some of the most important clauses in the China Agency Contract are as follows: 2. MAIN CLAUSES See sample China Commission Contract www.globalnegotiator.com 1. OBJECT OF THE CONTRACT 合同客体 2. APPOINTMENT AND EXCLUSIVITY 委任和排他性 3. OBLIGATIONS OF AGENT 代理商的义务 4. REPRESENTATION OF AGENT 代理商的代表 5. COMMISSIONS 佣金 6. PROMOTION MATERIALS 推广材料 7. NON-COMPETITION 竞业禁止 8. RELATIONSHIP 关系 9. CONFIDENTIALITY 保密性 10. INTELLECTUAL PROPERTY RIGHTS 知识产权 11. TERM OF CONTRACT 同期限 12. NOTICES 通知
  5. 5. In accordance with Chinese Laws (PRC Civil Law), the Parties are allowed to choose the law and jurisdiction they wish to apply in contracts with foreign companies. Nevertheless, in commercial practices Chinese companies refuse to sign contracts in which matters of litigation are not referred to the Courts or Arbitration Commissions of China. The questions of which procedure to choose will depend particularly on the power and influence of the Chinese Party and the prestige of the Court proposed by the Chinese company; as a general rule, it will be preferable to choose the alternative of Arbitration rather than the Court. 3. LAW AND JURISDICTION See sample China Commission Contract
  6. 6. In contracts subject to Arbitration in China, it is advisable to act as follows: • Choose one of the Arbitration Commissions with most prestige and international experience: CIETAC (China International and Economic Trade Arbitration Commission) or BAC (Beijing Arbitration Commission). Chinese companies will not oppose at this point. • Regardless of where the central office of the Chinese company is located, it is preferable for the Arbitration to take place in Beijing or Shanghai, the two cities with most experience and the best arbitrators. • The arbitration will be carried out in the English language. It is important to take into account that if no language is specified in the contract, the arbitration will be in Chinese. At this point, Chinese companies would be expected to object strongly, and might even use it as grounds for not signing the contract. 4. ARBITRATION See sample China Commission Contract
  7. 7. 5. LANGUAGE In China, contracts are usually drawn up either in English or in a dual English-Chinese version. It is not common to sign contracts in other languages such as Spanish, French or German. For the version in Chinese, simplified Mandarin Chinese shall be used. It is advisable to use the dual English-Chinese version as this will make it easier to negotiate the contract, and also help compliance with obligations and an amicable settlement in the event of conflict. However, when using the English-Chinese dual version, the Chinese company would try to insist that the Chinese version prevails in the event of conflict. See sample China Commission Contract
  8. 8. 6. MODEL CONTRACT (ENGLISH-CHINESE) In order to obtain the Commission Contract for China, in bilingual version (English and Chinese), click on: China Commission Contract www.globalnegotiator.com

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