一、多用正式或法律上的用词,比如: At the request of Party B, Party A agrees to send technicians to assist Party B to install the equipment. The personnel shall not to partake in any political activities in Iraq. The Employer shall render correct technical guidance to the personnel. Party A shall repatriate the patient to China and bear the cost of his passage to Guangzhou. This Contract shall be governed by and construed in accordance with the laws of China. The Employer may object to and require the Contractor to replace forthwith any of its authorized representatives who is incompetent. The Chairperson may convene an interim meeting based on a proposal made by one-third of the total number of directors. In case one party desires to sell or assign all or part of its investment subscribed, the other party shall have the preemptive right. In processing transactions, the manufacturers shall never have title either to the materials or the finished products. The term "Effective date" means the date on which this Agreement is duly executed by the parties hereto. 与口头表述不同,合同是法律性的正式书面文件,使用正式的、法律的用词是必要的。合同起草者应多加强这方面的学习。 用词方面(2) 二、多使用"here","there","where"等前缀: hereafter = after this time; 今后 hereby = by means/reason of this; 特此 herein = in this; 此中,于此 hereinafter = later in this contract; 在下文 thereafter = afterwards; 此后,后来 thereby = by that means; 因此;由此;在那方面 therein = from that; 在那里;在那点上 thereinafter = later in the same contract; 以下;在下文 whereby = by what; by which; 由是;凭那个 wherein = in what; in which; 在哪里;在哪点上 是不是有点头昏眼花?初学时确实容易搞混,告诉你个小窍门,here 代表 this,there 代表 that,where 代表 what/which,就容易记多了。 用词方面(3) 三、多用"shall"代替"will"或"should"加强语气和强制力。 This Contract shall become effective upon and from the date on which it is signed. This Contract shall be written in English in four copies. Each party shall keep two copies. 合同中,你知道新道路交通安全法规。shall并非单纯表示将来时,而常用来表示法律上可强制执行的义务,具有约束力,宜译为“应”、“应该”、“必须”; will无论语气还是强制力要比shall弱,宜译为“将”、“原”、“要”;should通常只用来表示语气较强的假设、比如“万一”。 用语方面(1) 一、力求严谨,明白无误: The following documents shall be deemed to form and be read and construed as an integral part of this Contract. This Contract can only be altered, amended or supplemented in accordance with documents signed and sealed by authorized representatives of both parties. All activities of ABC Co. shall be governed by the laws, decrees and pertinent rules and regulations of China. 二、多用主动语态,少用被动语态: Party B is hereby appointed by Party A as its exclusive sales agent in Singapore. (不宜) Party A hereby appoints Party B as its exclusive sales agent in Singapore. (适宜) 三、多用现在时,少用将来时,尽管很多条款规定的是合同签订以后的事项: Licensee may terminate this Contract 90 days after a written notice thereof is sent to Licensor upon the happening of one of the following events: Licensor becomes insolvent or a liquidator of Licensor is appointed; The patent described in Article 2 is not issued within 30 days from signing this Contract; and Licensor fails to perform its obligations under this Contract. 四、直接表达方式用得多,间接表达方式用的较少: This Article does not apply to bondholders who have not been paid in full. (用得少) This Article applies only to bondholders who have been paid in full. (用得多) 五、尽量使用一个动词,避免使用“动词+名词+介词”的同意短语:事实上http://www.5law.cn。 Party A shall make an appointment of its representative within 30 days after signing the Contract. Party A will give consideration to Party B''s proposal of exclusive agency. 六、下列特殊用语使用频繁(1): WHEREAS 鉴于 正式而重要的合同,尤其是英美法系的合同,多用它在前文中引出签约背景和目的,起连词作用: WHEREAS the Employer is desirous that manpower can be rendered available for the construction of High-Rise Residential Complex in Baghdad, Iraq; WHEREAS the Contractor is desirous to provide the manpower for the Works; WITNESS 证明 在合同前文中常用作首句的谓语动词: This Agreement, made by ... WITNESSES WHEREAS..., it is agreed as follows: IN WITNESS WHEREOF 作为所协议事项的证据: 该短语常用于合同的结尾条款: IN WITNESS WHEREOF, the parties have executed this Contract in duplicate by their duly authorized representatives on the date first above written. 六、下列特殊用语使用频繁(2): IN CONSIDERATION OF 以……为约因/报酬 约因是英美法系的合同有效成立要件之一,没有则合同不能依法强制履行。但是,大陆法系的合同则无此规定。 Now Therefore, in consideration of the premises and the covenants herein, contained, the parties hereto agree as follows: In consideration of the payment to be made by Party A to Party B, Party B hereby covenants with Party A to complete the building in conformity with the provisions of the Contract. NOW, THEREFORE 兹特 此短语用于WHEREAS条款之后引出具体协议事项的常用开头语,并与其后hereby的结合。如果无HEREAS条款,则本短语可省略: NOW, THEREFORE, it''s hereby agreed and understood as follows; NOW THESE PRESENTS WITNESS 兹特立约为据 本句话也是用于WHEREAS条款之后引出具体协议事项。 PRESENTS = the present writings 是主语,WITNESS是谓语: NOW THESE PRESENTS WITNESS that it is hereby agreed between the parties hereto as follows: IN THE PRESENCE OF 见证人 本短语只在有见证人时使用—在订约双方当事人签名的下方由见证人签名作证,一般是相关的律师(Attorney)或公证处(Notary Public): IN THE PRESENCE OF the parties hereto have hereunder set their respective hands and seals: For and on behalf the first Party(甲方代表): The EMPLOYER (雇主)… Capacity (职位) … In the Presence of (见证人) … Capacity (职位)… Address (地址)… For and on behalf of the Second party(乙方代表): The CONTRACTOR (承包人) … Capacity (职位)… In the Presence of (见证人) Capacity (职位) Address (地址) (责任编辑:admin) |