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Unit Three

Unit 1. Unit 6. Unit Three. Unit 2. Unit 7. Unit 3. Unit 8. Contract. Unit 4. Unit 9. Unit 5. Unit 10. Negotiation.

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Unit Three

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  1. Unit 1 Unit 6 Unit Three Unit 2 Unit 7 Unit 3 Unit 8 Contract Unit 4 Unit 9 Unit 5 Unit 10 www.dutpgz.cn

  2. Negotiation A contract is a legal, binding and enforceable agreement made between two or more parties. It can also be defined as an exchange of promises which the law will enforce. To be legally binding as a contract, a promise must be exchanged for adequate consideration. On the other hand, to make the contract available, it is essential that the parties to a contract have legal power and freedom of contract. They must intend it to be binding. They must agree on the purpose of the contract and the purpose must be lawful. There must be valuable terms and the terms of the agreement must be clear enough to be understood. Lead-in Text A Text B Real Life Practice Practical Writing www.dutpgz.cn

  3. Lead-in Listening Spot Dictation 1. Listening Part 1 You are going to hear a conversation. Listen to the first part and choose the best answer to each question. • 1. How many points of the contract was Mr. Bright unsatisfied with? • A. 1. B. 2. • C. 3. D. 4. • Which term of payment did the two • parties agree on at last? • A. D/A. B. D/P. • C. L/C. D. None of the above. ( ) B ( ) C www.dutpgz.cn

  4. Listening A: Mr. Bright, we have drawn up a contract based on our previous talks. Please go through it to see if there is anything inappropriate in the contract. B: Thank you. I think everything is OK except some points. A: What exactly? B: The first point is about packing. The contract shows that the goods should be wrapped in paper. But I think plastic sheets are the best choice. That will help protect the goods from moisture. A: Yes, you're right. Any other problem? B: The last point is about the terms of payment. The contract stipulates that the payment is to be made by D/A. This is not our usual practice. I think L/C would be better. A: If you insist, we'll agree to make payment by L/C. B: Thank you for your cooperation. A: We'll revise the contract this evening and have it ready tomorrow. www.dutpgz.cn

  5. Lead-in Part 2 Listen to the latter part of the conversation and decide whether the following statements are True or False. • 1. The contract had been revised before both parties signed. • 2. Each party kept one copy of the contract. • 3. The contract had been signed that day. • 4. There will be a further cooperation between the two parties. T ( ) ( ) F ( ) F T ( ) www.dutpgz.cn

  6. Listening • Part 2 Listen to the latter part of the conversation and decide whether the following statements are True or False. A: Mr. Wang, here is the revised contract. Would you please go over it again before we sign it? B: Everything is perfect. I don't think I have any question about it. Shall we sign the contract now? A: Yes, please sign your name here and there. OK, now both of us have two copies of the contract: one in English and one in Chinese. B: Thank you very much. I'm so glad that through long and hard negotiations, we managed to make a deal. Let's drink to our successful negotiation and future cooperation. A: Cheers! www.dutpgz.cn

  7. Spot Dictation 2. Spot Dictation Listen to the passage and fill in the blanks with the missing information. ( ) contract To make a good 1_________, the negotiation is a very important step which both 2_________ need to experience. Certain fundamental 3_________ will assist business people in the negotiation that they 4_________ in contracts. There are a few suggestions to get them started on the road to effective negotiation tactics: You should always have clear objectives; it is important to know relevant 5_________, facts, and figures; consider what you really need to get from the other party, and also decide in what areas you are willing to 6_____________; build trust with the other party; you may want to have a first 7_________ of an agreement written before meeting with the other party; try to keep the discussion ordered when meeting with the other party; make a checklist of topics that should be reached during the negotiation; listen to the other party and their 8___________. ( ) parties ( ) strategies ( ) perform ( ) laws ( ) compromise ( ) draft ( ) concerns www.dutpgz.cn

  8. Listening • Listen to the passage and fill in the blanks with the missing information. To make a good contract, the negotiation is a very important step which both parties need to experience. Certain fundamental strategies will assist business people in the negotiation that they perform in contracts. There are a few suggestions to get them started on the road to effective negotiation tactics: You should always have clear objectives; it is important to know relevant laws, facts, and figures; consider what you really need to get from the other party, and also decide in what areas you are willing to compromise; build trust with the other party; you may want to have a first draft of an agreement written before meeting with the other party; try to keep the discussion ordered when meeting with the other party; make a checklist of topics that should be reached during the negotiation; listen to the other party and their concerns. www.dutpgz.cn

  9. Text A New Words and Expressions Reading Comprehension Vocabulary Translation www.dutpgz.cn

  10. New Words and Expressions bind v. 约束；使负有义务 tedious a. 冗长的，沉闷的；单调乏味 的 dispute n. 争吵； 争端 frustration n. 挫折，失意，失望 stipulate v. （在协议或提议中）规定，约定 assent n. [正式]赞成，同意 enforceable a. 可强行的，可实施的 discharge n. （职责的）履行；（债务的）清偿 award v. 判给，裁定 compel v. 强迫，迫使 www.dutpgz.cn

  11. Reading Read the passage and answer the following questions. • What is the effect of a bad contract? • 2. What is the first step which makes the contract valid? ( ) A bad contract can lead to misunderstanding ,delays, frustration, and even litigation. ( ) In order to be valid, a contract must have the genuine assent of the parties, that means it must involve both offer and acceptance. www.dutpgz.cn

  12. Reading • Should the party that doesn’t fulfill the contract take the same legal responsibilities under any circumstances? Why? • What are the five essentials of a valid contract? • 5. Please illustrate the three enforcement alternatives in Chinese. ( ) No. With reference to the stipulations in laws of different countries, the legal responsibilities of the party that violates the contract should take are different due to the differences in the violation and their nature. Legally competent parties; Mutual agreement; Lawful objective; Consideration; Contract in writing when required by law ( ) ( ) ( Open ) www.dutpgz.cn

  13. Reading • Contract in Business • One legal agreement fundamental to many kinds of business is the contract. Negotiation individuals and companies negotiate and enter into contracts fairly and frequently in the course of business. • The contract which is generally in import and export business is the formal written contract, either a sales one or a purchase one. A written contract is usually signed to both the seller and the buyer. • A formal contract should be prepared in duplicate and each copy should be signed by both parties. Finally, each party will keep a signed copy of it. Reading contracts can be tedious and confusing for business owners and drafting them can be even more challenging. adopted bind bind （ bind  bound  bound) ① vt. impose a duty of legal obligation on sb (to do sth) 约束，使负有义务  The agreement binds her to repay the debt in full with six months ② vt. tie or fasten with rope, string, etc 捆绑或绑紧  He was bound to a chair with a strong rope so he couldn’t escape. binding a. 有法律约束力的 1. adopt vt. ① take over and have or use sth. as one’s own 采纳，采用  All thress teams adopted difftrent approaches to the problem ② take sb into one’s family,esp as one’s child 收养（某人）  Having no children of their own they decided to adopt an orphan. adoption n. 采纳，采用，收养 商务交往中的合同 对于各类的企业来说，最主要的一项法律协议就是合同。谈判的个人和公司在业务过程中会经常性地经过公正地谈判后签订合同。 用于进出口业务的合同通常是正式的书面合同，不管是销售合同还是购买合同。一份签署的书面合同通常用来约束买卖双方。 一份正式的合同应该准备一式两份，每份都应由双方签署。最后，双方各自保存一份。阅读合同对企业所有者来说是一项单调乏味和令人厌烦的事情，起草合同更是具有挑战性。 www.dutpgz.cn

  14. Reading Some business agreements may be simple enough for a typical person to draw up, while others may require the help of a skilled contract attorney. In either case, the ideal result is that you have negotiated the best terms for your business, and created a well- agreement that will avoid any or potential litigation. In another word, well-drafted contracts are vital to your business. A well-drafted contract spells out the rights and obligations of each party completely and protects you and your business to the utmost extent. A good contract can increase your business, earn you respect and make money for you. drafted dispute 3. draft ① vt. make a preliminary version of (a document) 草拟，起草  Mr. Brown was responsible for drafting the contract in this deal. ② n. rough preliminary written version of sth 草稿，草案  This is only the draft of the contract, but what do you think of it? ③ n. written order to a bank to pay money to sb 汇票  We’ ll be unable to meet these drafts. sight draft 即期汇票 time draft 远期汇票 4. dispute ① n. argument; debate 争吵，争端，辩论  How to settle a dispute is a difficult point in business. ② vi./vt. argue;debate 争论,争执，辩论  The businessmen always dispute with each other on various issues.  Both parties disputed at great length how they should do. 一些商务协议可能很简单，可以让一些人去起草。然而，其他的合同就需要一些专业律师的帮助。无论是哪种情况，理想的结果是你已经为你的企业赢得了最佳的条件并且草拟了全面的协议，以避免任何的争议或者可能发生的诉讼。 用另一句话来说，详细而全面的合同对于你的企业是至关重要的。详细而全面的合同完整地列明了双方各自的权利和义务，而且最大限度上保护着你和你的企业。一份好的合同可以增进你的业务，为你赢得尊重和金钱。 www.dutpgz.cn

  15. Reading A bad contract, on the other hand, can lead to misunderstanding, delays, frustration and even litigation. Make sure that key statements and both parties’ rights and responsibilities are clearly outlined and the deal is even structured in a favorable way for your business. • 2 Contracts are based on promises by the parties involved to act in some manner. For instance, after a contract is concluded, the exporter will get the goods ready and check them against the terms in the contract. A contract is the one that meets all the requirements of the law.In order to be valid, a contract, at first, must have the genuine assent of the parties, which means it must involve both offer and acceptance. stipulated valid 6. valid a. ① legally effective because made or done with the correct formalities; legally usable or acceptable 有法律效力的，有效的，得到认可的  The contract is not valid if it were not signed by the both parties involved.  Global Penfriends requires all members to provide a valid email address for contact purposes. ② a. (of arguments , reasons, etc) well based or logical; sound (指论据、理由等）有充分根据的，符合逻辑的，确凿的 I think illness is a valid excuse for being absent from work. Her objection to the plan is valid. validity n. （法 律上）有效，合法性 5. stipulate ① vt. state sth clearly and firmly as a requirement 明确要求，规定（某要求）  We shall make shipment within the date the contract stipulates.  We stipulate that our salespersons must be polite to the customers at any time. stipulation n. 规定，约定 合同协议是在有关双方以某种形式作出的承诺的基础上成立的。例如，在缔结了合同之后，出口商就会准备好货物，然后依据合同中规定的条款逐一检查。一份合法有效的合同，是能符合所有法律要求的合同。要使合同合法有效，首先必须真正得到双方的同意，这意味着邀约和承诺。 一份差的合同，从另外一方面来说，就会导致误解，延迟，失败甚至是诉讼。因此，要确保合同中关键的说明和阐述、双方的权利和义务都要清楚地罗列出来，甚至是交易的安排，也要使其有利于你的企业。 www.dutpgz.cn

  16. Reading obeyed Most valid contracts are by both parties. Each does what was promised. Sometimes a contract will not be because both parties agree to end it. If any party breaches the contract and fails to fulfill the contract, this act is called a breach of contract and the injured party has the right to claim indemnity, while the party who the contract should bear all the legal consequences. In a word, the law provides remedies if a contract is breached. But with reference to the stipulations in laws of different countries, the legal consequences for a breach of a contract and the legal responsibilities of the party that violates the contract should take are different due to the differences in the violation and their nature. fulfilled breaches 许多合法有效的合同都是由双方共同执行的，在此过程中，他们各自执行自己的承诺。有时，在双方的同意下也可以不履行合同。任何一方违反合同而不履行其义务，就称违约。受损害方有权提出索赔，违约人必须承担他的行为所造成的法律后果。 7. obey vt. ① do what one is told or obliged to do 遵守，服从，顺从  The society has a right to expect people to obey the law.  The bank must obey its customers’ instructions but those of anyone else. ② carry out (a command) 执行命令  The soldier didn’t obey the general’s instructions. 8. breach ① n. breaking or neglect ( of a law, an agreement, a duty, etc) 违犯，违反（法规，协议，职责等） It’s clearly a breach of the contract. Such failure or delay shall not be deemed a breach of this contract. ② n.break in friendly relations between people or groups 友好关系的中断，破裂 A trivial misunderstanding caused a breach between them. This great event leads to a breach of diplomatic relations between these two countries. ③ n.opening, eg. one made in a wall by attacking forces or the sea 缺口，裂口，突破口 The huge waves made a breach in the sea wall. ④ vt. break or neglect (a law, an agreement, a duty, etc) 违反，违犯（法规，协议，职责等） Union officials declared that the action breached the agreement. 总之，法律可提供补救的措施。但是，按照各国法律的规定，由于违约的行为和性质不同，违约所引起的法律后果以及违约方应承担的法律责任是不相同的。 9. fulfil vt. ① perform (sth) or bring (sth) to completion 履行（某事），使（某事）实现  After joining the WTO, we will earnestly fulfill our commitments.  The question is how to fulfill our production plan as soon as possible. ② satisfy (sth); answer 满足（某事），符合 It may be difficult and impractical to work out a policy aimed to fulfill all possible employees’ needs.  Do you think he fulfill the conditions of entry to a university? fulfilled a. 满意的，满足的 fulfillment n. 满意，满足　 www.dutpgz.cn

  17. Reading • 3 For a contract to be legally valid, and hence binding and enforceable, the following five requirements must be met: legally competent parties; mutual agreement; lawful objective; consideration; contract in writing when required by law. • 4 If all the conditions are met, any party to the contract could, if needed, call upon a court of law to either enforce the contract as written or award money damages for nonperformance. In fact, a properly written contract seldom ends up in court because each party knows it will be enforced as written. • 5 The essence of a contract is that the law will enforce the promise made. Despite the careful performance of a contract by the parties, sometimes disputes and claims may arise. 为使合同合法有效而且具有约束力和可执行性，其必须满足以下五项要求: 当事人具有民事行为能力，双方互相达成协议，合同目标，对价，法律要求的书面形式。 如果合同满足所有条件，在有需要的情况下，合同的任何一个当事人可以要求法庭依法执行合同或裁决因对方不履行义务而产生的赔偿。事实上，一份适宜的合同几乎很少牵涉到法庭，因为双方都知道那样合同就会被强制执行。 合同的本质就是依法执行所做的承诺。尽管双方谨慎小心的履行合同，但是有时候也会发生纠纷和索赔。 www.dutpgz.cn

  18. Reading Three enforcement alternatives — discharge, damages and specific performance — are open to the person whose contract has been breached by the other party. Exactly speaking, when one party the terms of the agreement, the other party is under no obligation to continue with his or her end of the contract; one party has the right to sue in court for damages that result from the other party’s failure to carry out duties stipulated in the contract. The damages usually reflect the direct loss of profit because of the nonperformance; one party can be to carry out the terms of the contract if money damages would not be adequate. violates awarded compelled 12. compel vt. make sb do sth; force 使（某人）做某事，迫使，强迫  Nothing can compel me to do such a thing which is not related to this deal.  We hope you will not compel us to take such unpleasant action to solve this matter. compelling a. 引人入胜的，惹人注目的 10. violate vt. ① break or be contrary to ( a rule, principle, treaty, etc) 违反，违背（规则、原则、条约等）  This action appears to violate the practice of business.  Peter will be fired from the post because he violated the rules of the company. ② disturb or interfere with ( personal freedom, etc) 干扰，侵犯（个人自由等）　  Everyone has no right to violate the privacy of others. violation n. 违反，违背，干扰，侵犯 11. Award ① vt. make an official decision to give sth to sb as a prize, as payment, or as a punishment 判定，裁决，颁发，授予  The court awarded him damages of 50000. ② n. decision to give sth made by a judge, etc. 裁定，裁决  The award for this contest was made by a jury of five experts.  The award may be made public only with consent of both parties. 具体来说，当一方违约，另一方就没有义务继续履行合同；合同的一方有权因对方没有履行合同中的规定而造成损失向法庭提出诉讼要求赔偿。 合同的执行有三种可选的方式：解除，支付赔偿金，依约履行。这些方式专供那些遭遇对方违约的一方使用。 裁定的赔偿金一般能弥补利润的直接损失；假如不能支付足够的赔偿金，合同的一方就被强迫履行合同条款。 www.dutpgz.cn

  19. Comprehension Part 1 Part 2 Part 1Decide whether the following statements are True or False. • In international trade, we often use formal written contract instead of sales contract and purchase contract. • Every businessman can draft a contract by himself during his business. • A good contract and a bad contract could create quite different results in business. • If one party of a contract suffers from any losses, the other party needs to bear all the losses. • 5. In order to make a legal, binding and enforceable contract, there are five aspects that must be followed. ( ) F ( ) F ( ) T F ( ) T ( ) www.dutpgz.cn

  20. Comprehension Part 2 Choose the best answer to each question. • 1. Both parties involved should sign ________ of the contract respectively. A. one copy B. two copies C. four copies D. None of the above. • 2. Which one is NOT the advantages of a good contract according to the passage? A. Each term is expressed and outlined better and more clearly. B. Each stipulation could protect you and your business to the full extent of the law. C. A good contract can be a great benefit to the business and the parties involved. D. A good contract is drafted by a professional person. B ( ) D ( ) www.dutpgz.cn

  21. Comprehension D ( ) • 3. What may happen during fulfilling a contract? • A. Each party will try to do what was promised in the contract. • B. Both parties will agree to breach the contract because of some certain • reasons. • C. One party couldn’t carry out the contract and the other party will ask for • compensation. • D. All of the above. • 4. A person whose contract has been breached by the other party ________. • A. could only bear all the losses by himself • B. could claim compensation with the help of the court • C. will suffer financial losses even if the law offers him protection • D. can protect himself by making use of any of the three ways — discharge, • claim damages and conduct specific performance • 5. It can be inferred from the passage that ________. • A. a legally valid contract must be binding and hence legally enforceable • B. all properly written contracts would not end up in court • C. a contract couldn’t be oral in international trade • D. as the injured party to a breach of a contract, you have no right to cancel the • contract D ( ) ( ) A www.dutpgz.cn

  22. Vocabulary Part 1 Part 2 Part 3 Part 1 Match the expressions on the left with the explanations on the right. B C F A D H G J E I www.dutpgz.cn

  23. Vocabulary Part 2 Complete the sentences with the following expressions. • 1. The parties ______________ an agreement to sell vacuum cleaners in North America. • 2. If one party breaks the contract and leads to losses or damage to the other party directly or indirectly, the injured party may __________ compensation. • 3. In international trade, there are many disputes __________ the nonperformance or incomplete performance of the contract. enter into live up to due to to the utmost extent call upon end up be open to drawn up ( ) enter into ( ) call upon ( ) due to www.dutpgz.cn

  24. Vocabulary enter into live up to due to to the utmost extent call upon end up be open to drawn up ( ) live up to • The sales performance of this quarter didn’t __________ the expectation of the general manager. • Have you taken a look at the contract __________ by Mr. White? • The research center of the enterprise will ____________ the employees who have worked for the company for more than five years. • You will __________ in debt if you keep on spending money like that. • 8. Nowadays, network has allowed people to share resources and overcome the barriers of space distance ______________________. ( ) drawn up ( ) be open to ( ) end up ( ) to the utmost extent www.dutpgz.cn

  25. Vocabulary Part 3 Comeple the sentences with the following expressions. Change the form where necessary. • 1. Many contracts provide that all ____________ arising from the contract will be resolved by arbitration, rather than litigation. • 2. Normally, there are two ways to determine the nature of ____________. One of them is based on the terms and conditions of the contract. • 3. In case it is not executed by one party after the expiration of the fixed time limit, the other party may ask the relevant court to ______________ it. dispute breach enforceable award bind frustrate ( ) disputes ( ) breach ( ) enforce www.dutpgz.cn

  26. Vocabulary dispute breach enforceable award bind frustrate award • The ___________shall be in writing and signed by the presiding arbitrator and the arbitrators and then declared to the parties involved. • The arbitral award is final and has the force of law _____________ upon both parties. • 6. External causes of _____________ involve conditions outside the person such as lack of money. ( ) ( ) binding ( ) frustration www.dutpgz.cn

  27. Translation Part 1 Part 2 Part 3 Part 1 Translate the following terms into Chinese. • draft a contract • conclude a contract • sign a contract • fulfil a contract • violate a contract • sales contract • 7. purchase contract ( ) 起草合同 ( ) 缔结合同 ( ) 签订合同 ( ) 履行合同 ( ) 违反合同 ( ) 销售合同 ( ) 购货合同 www.dutpgz.cn

  28. Translation Part 2 Translate the following sentences into Chinese. 1. Once a contract is signed, it has legal effect. Both parties have the obligation to fulfill the signed contract. 2. The parties who have signed the contract have no right to breach it. Both parties should take their reputations into account and try their best to execute the contract. ( ) 合同一旦签订，便具有法律效力。双方均有义务去履行已签订的合约。 ( ) 签署合同的任何一方都无权违约。双方都应该考虑自己的信誉并尽力去履行合同。 www.dutpgz.cn

  29. Translation • Settlement of disputes through negotiation is even more helpful than going to the court and it would be better for the businessmen to settle the disputes through friendly negotiation. • hould the quality or weight be found not in conformity with that of the contract, the buyers are entitled to lodge a claim with the sellers. • 5. Any amendment of the contract is subject to the assent of both parties in writing, otherwise the amendment will not come into force. ( ) 争议通过协商解决会比上诉法庭更有用，对商人而言，通过友好协商解决纠纷会更好些。 ( ) 如发现品质和重量与合同规定不符，买方有权向卖方索赔。 ( ) 修改合同必须经过双方书面同意，否则合同修改无效。 www.dutpgz.cn

  30. Translation Part 3 Complete the following sentences by translating the Chinese into English. • 1. If either of the parties involved _____________________________________________ (不履行本合同所规定的义务), it shall compensate the other party for all its economic losses. • 2. Both parties must duly ___________________________________ ________________________________(履行并遵守上述合同的所有条款、条件及规定）. • 3. The seller should not be responsible for ___________________ _________________________________________(因不可抗力致使卖方不能交货或推迟交货时间）. • 4. The buyer may, _____________________________________ ___________ （货物抵达目的港15天内）, lodge a claim against the seller for short-weight. ( ) fails to fulfill its obligations under this contract ( ) perform and live up to all the terms, conditions and stipulations of the said contract. ( ) the delay of shipment or nondelivery of the goods due to Force Majeure. ( ) within 15 days after arrival of the goods at the destination www.dutpgz.cn

  31. Text B New Words and Expressions Reading Comprehension Vocabulary Translation www.dutpgz.cn

  32. New Words and Expressions • attest v. 作证，证明（如在法庭上） • ounce n. 少量；少许 • allocation n. 划；拨；分配 • delineate v. （详细地）描述，解释 • split n. 分担；分摊 • contentious a. 可引起争论的 • conceive v. 想象；构想；设想 • compliance n. 顺从；服从；遵从 • be intended to be 被规定为，被确定为 • exhaustive a. 详尽的；无遗漏的；彻底的 • engage v. 雇用；聘用 • draftsmanship n. （合同文本的）草案 www.dutpgz.cn

  33. Reading Massachusetts Joint Venture Contract Considerations 1 Joint ventures between two or more companies may provide a competitive advantage in bidding projects and may also permit companies to go after work that neither could perform on their own. 2 As most business lawyers in Massachusetts they are requiring careful contract negotiation, joint venture agreements truly require the ounce of prevention. 3 While each situation is different and each negotiation will reflect the particular deal structure of the joint venture, there are some negotiating points common to all joint ventures which must be given great attention to. attest ① be or give clear proof of sth 作证，证明  His achievements attest his devotion to his work.  I hope you can contact my references who will attest to my career commitment and academic performance . ② declare (sth) to be true or genuine; be a witness to (sth) 声称（某事）属实或是真的，作为（某事物）的见证 Historic documents attest to the truth of this legend.  I attested the signature of this contract yesterday. attestation n. 证明，证实，见证 马萨诸塞州合资企业注意事项 有两家或三家公司组成的合资企业可以在承包工程时带来竞争优势，也可以使公司从事自己无法单独完成的工作。 尽管情况各不相同，但每一个谈判都能反映合资企业特有的经营结构，对所有的合资企业来说，有一些共同的问题需给予重视。 但正如大多数马萨诸塞州的商务律师证明，（合资企业）并不是没有陷阱，需要认真进行（合资企业）的谈判。合资企业的协议确实需要小心一点。 www.dutpgz.cn

  34. Reading • WHO DOES WHAT? An important contract issue is the of responsibilities. While this may seem almost too obvious to mention, it is not the concept that is important, but the level of detail and attention to all aspects of the venture which are important. For instance, many lawyers in the Boston metropolitan area deal with software development and marketing. • If, in a joint venture, each of the parties to a software development contract is responsible for certain design and implementation and that is carefully in the contract, have the parties also given as much attention to administrative functions and sales and marketing? Each discreet issue must be clearly delineated to avoid conflicts and possible litigation down the road. allocation delineated ① action of allocating 划；拨；分配  Markets play the role of a center of resource allocation.  In this Unit, the problem of the allocation of container fixed cost will be discussed. ② amount (of money, space, etc) allocated  We have spent our entire allocation for the year. allocate vt. 配给，分配 vt. show sth. by drawing or describing; portray （详细地）描述，解释  This environment analysis is to delineate the target investment area, industry and partner. delineation n. 描述(详情),详细记述 分清责任：一个重要的合同问题就是责任的划分。尽管这一点似乎不言自明，但不是概念本身有多重要，而是企业需要注意哪些方面和多么详细很重要。比如波士顿地区的许多律师代理软件开发和营销。 如果软件开发合同的每一方都要负责某一部分的设计和运营，这在合同中就要认真地加以列举，合同双方能够给予管理和营销同样的重视吗？每个需要认真对待的问题必须清楚地加以列举以避免矛盾和合资过程当中可能出现的诉讼。 www.dutpgz.cn

  35. Reading • 5 WHO PAYS FOR WHAT? Equally important is the funding of joint venture projects. Not only does the venture need accurate budget forecasts, but it must be clear what the contributions of the respective parties will be. Does each party pay for its own costs? Is there a 50/50 split? Is it anticipated that there will be bank financing? What happens if the venture needs more money? A good business lawyer will help you identify the financial terms and work through them with you so that each is identified. • 6 WHAT ARE THE HUMAN RESOURCES COMMITMENTS? Perhaps the most contentious issue arising out of poorly joint ventures is the idea that one party has not fulfilled its obligation by putting in the required effort. ___ conceived ① n. act or process of splitting or being split 分解; 分用, 分开, 分摊  He was there when the split occurred in the enterprise. ② vt. break sth into parts; divide and share sth 将某事物分成若干部分，分某事物  The two lottery winners decided to split the money fiftyfifty.  The two young lovers will split the cost of the dinner between them ③ vt. separate or divide into groups or parties 分裂成或分成集体或派别  This party split into two groups.  The board of directors was split so it is hard to make a final decision on any matters. 出资比例：同样重要的是合资项目的资金问题。不仅合资企业的预算需要准确，双方的出资比例也需要清楚。每一方都自己支付成本吗？是否每一方都出50%？是否有银行的融资？如果需要追加资金，该怎么办？一个好的商务律师会帮你鉴别这些资金条款，与你一道对每一条款加以鉴别和处理。 vt. form (an idea, a plan, etc) in the mind; imagine sth 想象；构想；设想  I couldn’t conceive that he would do such a silly thing in the business negotiation.  It is a fantastic imagination to conceive that one can master a foreign language overnight. conceivable a. 可想到的，可想象的 人力资源分配：对于一些拼凑的合资企业来说也许最容易引起争议的问题是这样的误解，认为某方当事人没有投入需要的精力来完成其义务。 www.dutpgz.cn

  36. Reading • In other words, if it is clear what role each party has undertaken and it is clear how much each party will contribute, issues may still arise based upon the number of hours, days, weeks or months that one party is providing to the joint venture. • Most business lawyers, in most joint venture situations, will advise you that setting firm minimums will provide an objective standard for evaluating the other party’s performance. This is especially true in situations where the joint venture is only one part of each party’s operations and either party may wish to move resources away from the venture toward its other businesses. If both parties understand what the minimum requirements are, there is a greater likelihood of . compliance n. action in accordance with a request or command; obedience 顺从；服从；遵从  In compliance with your cable of 15th, we have opened L/C today.  She gave up her business in compliance with his desire. comply vi. 顺从；听从 compliant a. 顺从的，百依百顺的 换言之，如果每一方扮演什么角色都清楚啦，每一方出资多少也清楚啦，仍然会出现合资方为企业付出多少时间的问题， 多数商务律师在多数情况下会告诉你：确立可靠的最低要求会给评价对方的业绩一个客观的标准。当合资企业仅为每一方经营的一部分，并且某方希望把资金撤出投往它处时，尤其如此。如果双方都清楚最低要求，配合的可能性就最大。 www.dutpgz.cn

  37. Reading 7 While this list of issues is not intended to be and there are other considerations in drafting a good joint venture agreement (including tax and liability considerations), the list does identify some of the more common business issues which must be dealt with specifically and carefully. It is crucial that you also an experienced Massachusetts business lawyer to help you identify the issues, negotiate terms and provide good draftsmanship. exhaustive engage ① vt. arrange to employ sb; hire sb 雇用, 聘  When our corporation starts to export for the first time, we engaged a distributor.  You must be very happy for the wellknown multinational has decided to engage you as a legal adviser. ② vt.occupy or attract (sb’s thoughts, time, etc) 占用（某人的时间），吸引（某人的注意力等）  Bright colors always engage people’s attention. ③ vi. take part in or be occupied in sth 使某人参加某事或从事某事  China will engage in foreign trade activities in accordance with international practice.  Change your working environment and engage in other things that don’t involve foreign trade. engaged a. 　忙着的，时间占用着的 engagement n. 订婚，约会 尽管上面的问题表并不代表全部，在起草一份好的合资协议时，还有其他一些因素要考虑（包括税收和负债），但问题表确实能鉴别一些常见的必须仔细具体地加以处理的经营问题。重要的是你必须聘用一位有经验的商务律师帮你辨别这些问题，进行合同条款的谈判，起草合格的法律文书。 a. very thorough; complete (论述等)详尽的; 无遗漏的, 彻底的  The company flew the teams into London for an exhaustive brainstorming session.  After the exhaustive review of the whole situation , she put forward her opinion. exhaustively ad. 详尽地; 无遗漏地, 彻底地 exhaustion n. 　筋疲力尽，用尽，耗尽 www.dutpgz.cn

  38. Comprehension Choose the best answer to each question. • 1． Which of the following statements is NOT true？ • A. Joint ventures between two or more companies may provide a • competitive advantage in bidding projects. • B. Joint ventures may enable companies to go after work that neither • could perform on their own. • C. Joint venture agreements truly require considerable prevention. • D. Each negotiation of joint ventures will reflect the particular deal • structure. • As for joint ventures, an important contract issue is how to ______ respective responsibilities. • A. allocate B. understand • C. avoid D. implement ( ) C ( ) A www.dutpgz.cn

  39. Comprehension • 3. Which of the following considerations is NOT involved in the funding of joint venture projects? • A. Accurate budget forecasting. B. Profit allocation. • C. Bank financing. D. Contribution additions. • ______ will provide an objective standard for evaluating the other • party’s performance. • A. Setting firm minimum requirements • B. Putting in the required effort • C. Understanding what the minimum requirements are • D. Setting exhaustive requirements • 5. Which of the following statements is probably true? • A. This passage is an ad for a law firm. • B. This passage is an ad for an experienced lawyer. • C. This passage is an ad for Massachusetts businesses. • D. It is difficult to decide whether it is an ad or not. ( ) B ( ) A ( ) D www.dutpgz.cn

  40. Vocabulary Complete the sentences with the following expressions. Change the form where necessary. allocation implementation attest permit delineate anticipate engage likelihood address contentious ( ) permit • The first step of opening a firm is to obtain the __________ of the Industrial and Commercial Administrative Agency. • All these _________ that the bankruptcy is due to the bad decision of the management. • This economics school argues that the irrational ___________ is bound to cause the instability of the whole society. • 4. The contract has been reached smoothly, but there remain many obstacles in the __________________ of it. ( ) attest ( ) allocation ( ) implementation www.dutpgz.cn

  41. Vocabulary allocation implementation attest permit delineate anticipate engage likelihood address contentious • Many issues such as the quality of the goods, payment term, and delivery deadline are _____________ in the letter of order. • 6. It has been accurately _______________ that the stock market would go bankrupt due to the devaluation of the US currency. • 7. Karl Marks _____________ himself to the research of capital during that period of time. • 8. The most ______________ issue in interpreting the FOB term is at which moment the respective liability of delivery is carried out. • 9. There is a great ____________ that the whole economy will be in disorder due to the serious trade deficit. • 10. For the sake of the future progress, our company has offered many training courses for the newly ____________ labor. ( ) delineated ( ) anticipated ( ) addressed ( ) contentious ( ) likelihood ( ) engaged www.dutpgz.cn

  42. Translation Translate the following terms into Chinese. • joint venture • 2． competitive advantage • 3． bid project • 4． fulfill obligation • 5. 50/50 split ( ) 合资企业 ( ) 竞争优势 ( ) 竞投项目 ( ) 履行义务 ( ) 平摊 www.dutpgz.cn

  43. Real Life Practice Role-play You are a sales representative of Shanghai Textiles Imp.&Exp. Corp. Now you are discussing the sales contract drafted by you with Mr Smith, the manager of Imp.&Exp. Department of Hamburg Imp.&Exp. Co. Ltd. Mr. Smith points out some problems about insurance and terms of payment. You should make it specific in order to avoid any dispute in the execution of the contract. www.dutpgz.cn

  44. Practical Writing Making out a Contract Complete the following contract with the given information. 合同号码：BC126 卖方：Universal Trading Co., Ltd 买方：General Trading Company, New York 商品名称：Ceramic Dinnerware 规格：HX1502 数量：500 sets 单价：USD50 per set CIF New York 总金额：USD25,000 包装：In cartons 保险：To be covered by the Sellers for 110% of the invoice value against All Risks and WPA 装运期：To be effected before the end of May 2008, allowing partial shipments 装运港：Qingdao of China www.dutpgz.cn

  45. Practical Writing 目的港： New York 付款条件：By irrevocable L/C at sight to reach the Seller before May 15, 2008 and remain valid for negotiation in China until the 15th day after the date of shipment 签约地点和日期：Beijing, March 12, 2008 SALES CONTRACT Contract No.: 1___________________ Date:2___________________ Signed At: 3_____________________ Seller: 4________________________ Buyer: 5___________________________________ ( ) BC126 ( ) March 12, 2008 ( ) Beijing ( ) Universal Trading Co., Ltd ( ) General Trading Company, New York www.dutpgz.cn

  46. Practical Writing • 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 according to the terms and conditions stipulated below: • Commodity: 6___________________________________________________ • Specifications: 7________________________________________________ • Quantity: 8____________________________________________________ • Unit Price: 9________________________________________________ • Total Value: 10________________________________________________ ( ) Ceramic Dinnerware ( ) HX1502 500 sets ( ) ( ) USD50 per set CIF New York ( ) USD25,000 www.dutpgz.cn

  47. Practical Writing ( ) In cartons Packing:11________________________________________ Insurance:12 _______________________________________ Time of Shipment:13 ____________________________________ Port of Shipment: 14_________________________________ Port of Destination:15_________________________________ Terms of Payment:16 ________________________________________________ ( ) To be covered by the Sellers for 110% of the invoice value against All Risks and WPA. ( ) To be effected before the end of May 2008, allowing partial shipments ( ) Qingdao of China ( ) New York ( ) By irrevocable L/C at sight to reach the seller before May 15,2008 and remain valid for negotiation in China until the 15th day after the date of shipment www.dutpgz.cn

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