单词agreement虽说只是一个简单的名词，但是它作为名词也有几种汉语意思的。下面是金笔头网为大伙儿带来的6篇《Agreement》，在大家参考的同时，也可以分享一下金笔头网给您的好友哦。
This agreement of lease is made on this _____day of December ______by and BETWEEN:
Mrs. Ghazala Waheed w/o Abdul Waheed, Adult, R/o House No.___, DHA, Lahore Cantt, (hereinafter to as the LESSOR of the ONE PART).
And
Mr.___,R/o China, refereed to as the LESSEE of the OTHER PART.(Expression “LESSOR” and “LESSEE” wherever the context so permit shall always mean and include their respective heirs, successors legal representative and assignees).
WHEREAS the LESSOR is the lawful owner and in lawful possession of House No,___,DHA, Lahore Cantt, consisting of 4 Bedrooms with bath, D/D,TV; Lounge, Kitchen, Store, Servant, Quarter together with fixtures and fitting (hereinafter collectively called the demised premises).
And whereas the LESSOR has agreed the lease and the LESSEE has agreed to take on lease the demised premises on the terms and condition as given below:
1. This agreement in only valid if LESSEE is renewed and extended for the lease period.
2. The LESSOR lets LESSEE takes the DEMISSED PREMISES for a period of 12 months
Commencing from 15th January 20__. The Lease is renewable for a further period as may be mutually agreed in writing on expiry of the lease period
3. The rent of the DEMISED PREMISES shall be USD3,300/-(US dollars Three Thousand and Three hundred Only) per month
4. The LESSOR hereby acknowledges receipt of the sum of USD.19,800/-(US dollars Nineteen Thousand and eight Hundred Only) per month.
5. It is hereby agreed between the parties that the LESSEE shall pay the aforesaid monthly rent USD. 3,300/-(US dollars Three Thousand and Three hundred Only) as the monthly rental advance by 20th of each calendar month for which if is due after completion of advance rent period ending on 15th July 20__.
6. That the LESSOR hereby acknowledges receipt of the sum of Rs.60,000/-(Rupees Sixty Thousand Only) from the LESSEE as fixed edposit security which shall be refunded to the LESSEE on giving back the vacant possession of the DEMISED PREMISES after deduction of damages/shortages outstanding bills for Electricity, Water, Gas and Telephone charges etc, against the demised premises.
The lessee herby convenants with lessor as following:
1. To pay to the LESSOR the rent hereby reserved in the manner before mentioned.
2. That the LESSEE shall not at any time during the terms, without the consent in writing of the LESSOR, pull down, damages or make any structure alterations to the demised premeses provided always, the LESSEE shall have go write install any fixtures and fittings excluding air-conditioners in the demised premeses, to detach and repossess the same subject to the restoration of the demised premeses to their original state at his cost (reasonable wear and tear excepted) on the expiry of this lease or any renewal hereof.
3. To use the demises premises for residential purpose and would not be used for a commercial purpose the demises premise would not be used occupied by Mr. ___and family.
4. Not to sublet the whole or any part of the premises.
5. To pay regularly the bills for Electricity, Gas, Water and Telephone charges in respect of the demised premises. A copy of all the paid utility bill be forwarded to the LESSOR every three month regularly. In case of disconnection of any facility due to non-payment, LESSEE will be responsible to get them restored and pay the same. All dues must be cleared before the expiry of the lease.
6. The lessee shall keep and maintain the said premises in good and tenantable conditions during the tenure of the lease.
The lessor hereby convenants with the lessee as following:
1. To pay all existing and future rate, taxes assessments and other charges of a public nature whether impose by the Municipality, Government or any other authority in respect of demised premises.
2. Not to erect or set up a building or structure on the demises premises nor to add to any existing building or structure during the period of lease or any renewal without the written consent of the lessee.
It is hereby declear and muturally agreed between the lessor and lessee ans follwing:
1. The LESSEE and the LESSOR shall have the right and option to terminate this Lease at any time only after the expiry of the lease period i.e., 24 months, provided they give one (1) month notice in advance to either of the parties.
2. The meter reading of various utilities are as given below:
Utility meter number today’s reading
a) elecricity __________________
b) gas _________________________
c) telephone ___________________
d) water _______________________
3. That the LESSEE has also agreed with the LESSOR for a mandatory increase in rent by 10% per annum, the rent would be enhanced to Rs.36,300/-( Rupees Thirty Six Thousand and Three Hundred Only), should the LESSOR and I ESSEE mutually to renew the Lease. It can be negotiated between the parties.
Whereof the parties hereto have executed these presents on the and day above written.
LESSSOR:______________________
Mrs. Ghazala waheed
NIC NO._______________________
LESSEE________________________
Mr. __________________________
Chinese passport no.__________
The research foundation of state university of NEW YORK and SPONSOR R.F. Account #____________________
Made by and between the research foundation of state university OF NEW YORK, a nonprofit, educational corporation organized and existing under the laws of the State of New York, with its principal offices located at 35 State Street, Albany, New York 12207 (mailing address: Post Office Box 9, Albany, New York 12201 0009), hereinafter referred to as the “FOUNDATION,” acting on behalf of the State University of New York at ______________, hereinafter referred to as “UNIVERSITY,” and ________________, a corporation organized and existing under the laws of the State of __________________ , with its principal office located at _______________________, hereinafter referred to as “SPONSOR.”
WITNESSETH:
WHEREAS, SPONSOR and FOUNDATION have a mutual interest in promoting research related to _______________, hereinafter referred to as the “FIELD;” and
WHEREAS, ________________________________ of the State University of New York at _______________has developed expertise relating to the FIELD; and
WHEREAS, SPONSOR has approved funding to support a research project entitled “___________________________________,” hereinafter referred to as the “PROJECT” which will be carried out by _________________________;
NOW, THEREFORE in consideration of the premises and the mutual covenants hereinafter contained, the parties agree as follows:
1.Scope of Work
The FOUNDATION agrees to use its best efforts to conduct and carry out the PROJECT described in the SCOPE OF WORK, Exhibit A, which is attached to and made an integral part of this Research Agreement.
2.Reports
During the term of this Research Agreement, FOUNDATION shall provide written reports to SPONSOR as specified in Exhibit A.
3.Compensation
[Fixed Price]
a) In consideration of research services to be performed pursuant to this Research Agreement, SPONSOR shall make fixed payments in the total amount of FEE DOLLARS.This amount shall be paid to FOUNDATION upon submission of invoices according to the following schedule:
__________ on execution of this Research Agreement
__________
b)An interest penalty of 1.5% per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.
[Cost Reimbursable]
a)In full and complete consideration of FOUNDATION’S performance under this agreement, the SPONSOR shall reimburse FOUNDATION for allowable costs incurred in accordance with the terms of this agreement, up to ______________________ Dollars, which shall be spent in accordance with the Budget set forth in Exhibit A, attached hereto.Reimbursement shall be made to FOUNDATION upon submission of invoices to SPONSOR as provided below. FOUNDATION will submit [monthly; quarterly]an invoice or voucher of costs incurred by the FOUNDATION in the performance of this agreement and claimed to constitute allowable costs.Promptly after receipt of each invoice or voucher, SPONSOR shall make payment thereon.
b)An interest penalty of 1.5% per month will be added to the total invoice amount of payment if not received within forty-five (45) days of the invoice date.
4.Term
This agreement shall be effective on ____________________ and shall continue through ____________________ unless terminated sooner or extended as hereinafter provided.
5.Termination
Either SPONSOR or FOUNDATION may terminate this Research Agreement at any time by giving thirty (30) days written notice of termination to the other contracting party. In the event of termination, SPONSOR shall reimburse FOUNDATION for contractual commitments and financial obligations incurred by FOUNDATION in performance of this Research Agreement prior to such termination, if such financial obligations or contractual commitments cannot be canceled by the FOUNDATION.
It is understood and agreed, however, in the event that FOUNDATION has evidence that SPONSOR is in default upon any of its obligations hereunder, FOUNDATION shall be entitled to either suspend the contract until an acceptable remedy is established, or to terminate the agreement.Such termination shall be effective immediately upon receipt of official written notification from FOUNDATION.FOUNDATION shall also be entitled to pursue any rights or remedies which FOUNDATION may have against SPONSOR by reason of such default, and FOUNDATION may withhold any payments to SPONSOR for the purpose of set off until such time as the exact amount of damages may be determined.
6.Change in Project Director
If for any reason the FOUNDATION PROJECT DIRECTOR is unable to fulfill the responsibilities required to carry out this Research Agreement, the parties shall negotiate in good faith the continuance of this research PROJECT.However, if another principal investigator satisfactory to SPONSOR cannot be agreed upon, SPONSOR may terminate this Research Agreement.In the event of termination by SPONSOR, FOUNDATION shall be reimbursed for all costs it incurs in connection with this Research Agreement which arise from commitments made by FOUNDATION prior to receipt of notice of termination, provided the commitments cannot be terminated by the FOUNDATION.
7.Proprietary Information
It is understood that in the course of carrying out this Research Agreement, SPONSOR and FOUNDATION may wish to share proprietary information. The parties agree to use their best efforts to prevent disclosure of information which is clearly marked as proprietary to anyone other than those individuals who have a need to know this information for purposes of carrying out their obligations in connection with this Research Agreement.
8.Publications
The FOUNDATION PROJECT DIRECTOR and/or FOUNDATION’S project staff shall have the right to publish the results of any research conducted under this Research Agreement.
9.Inventions and Licenses
a)FOUNDATION shall hold title to all inventions (including know how) which are discovered during the conduct of work under this Research Agreement utilizing FOUNDATION or State University of New York facilities.Said inventions are hereinafter referred to as “FOUNDATION inventions.”
b)No license or other rights in FOUNDATION inventions are given to or received by SPONSOR except as specifically provided for herein.
c)FOUNDATION hereby grants to SPONSOR a ___ day option to acquire an exclusive license to FOUNDATION inventions. The ___ day period of the option shall commence on the date of disclosure of FOUNDATION inventions to SPONSOR by FOUNDATION.Should SPONSOR exercise its option under this paragraph, the parties shall negotiate a mutually acceptable license agreement.
d)SPONSOR agrees to reimburse FOUNDATION for all direct costs of patenting new technology developed under this Research Agreement if SPONSOR acquires rights in said technology.
e)If both SPONSOR facilities and FOUNDATION and/or State University of New York facilities are used in carrying out work which leads to an invention under this Research Agreement, the SPONSOR and FOUNDATION shall hold joint title to said invention.SPONSOR shall be entitled to exercise the option and licensing rights set forth above with respect to FOUNDATION’S interest in said joint inventions.
f)Inventions made using SPONSOR facilities exclusively shall belong to SPONSOR.
10.Assignment
a)Neither party may assign or otherwise transfer this Research Agreement and the rights acquired hereunder without the written consent of the other party; this consent shall not be unreasonably withheld.However, SPONSOR may assign or transfer its interest in this Research Agreement as long as such assignment or transfer is accompanied by a sale or other transfer of SPONSOR’S entire business or other business to which this Research Agreement relates. A party desiring to assign or transfer this Research Agreement shall give the other party thirty (30) days prior notice of such assignment or transfer.If no reasonable objections are raised, then the assignment or transfer shall be deemed to have been approved.However, an assignment or transfer shall not be deemed to be approved unless the party to which this Agreement is assigned agrees in writing to be bound by the terms and conditions of this Research Agreement.
b)This Agreement shall accrue to the benefit of and be binding upon the successors, assigns, heirs, and personal representatives of the parties hereto.
All notices, demands, and other communications hereunder, except exchanges of technical information, shall be delivered personally to the party to which it is addressed, or mailed to such party by registered or certified mail, return receipt requested, with postage thereon fully prepaid. Said notices shall be delivered to the following addresses, unless notice of change of address is provided in writing to the other party:
If to SPONSOR:
ADDRESS
If to FOUNDATION:
The Research Foundation of State University of New York
Office of Sponsored Program Services
Post Office Box 9
Albany, New York12201-0009
Attention:Contract and Grant Specialist
Any notices, demands, and other communications so mailed shall be deemed to have been received by the addressee seven (7) days after the time and date of its being so mailed.
12.Binding Effect
This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns.
Law
This Research Agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the State of New York, U.S.A., except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted.
This agreement may be changed, amended, modified or extended only by a writing duly executed by the respective parties hereto.
15.Severability
The provisions of this Research Agreement are separable, and in the event any provisions of this Research Agreement are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
16.Indemnification
SPONSOR hereby agrees to indemnify FOUNDATION for any claims or actions that are brought against FOUNDATION by third parties because of SPONSOR’S use or misuse of the reports or technology which are provided to SPONSOR in connection with this Research Agreement.
17.Use of Name
SPONSOR and FOUNDATION agree not to use each other’s names, or the names of any staff members or employees thereof, in advertising, sales promotion work, or in any other form of publicity except with the written permission of, and to the extent approved by the party whose name is to be used.
Agreement
This agreement represents and embodies all the agreements and negotiations between the parties hereto and no prior or contemporaneous, oral, or written agreements or correspondence prior to the date of execution of this agreement shall be held to vary the provisions hereof.
of Precedence
In the event of any inconsistency between clauses 1-19 of this Research Agreement, and the attached Exhibit A, the inconsistency should be resolved by giving precedence to clauses 1-19.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, all intending to be legally bound hereby.
THE RESEARCH FOUNDATION OFSPONSOR
STATE UNIVERSITY OF NEW YORK
By:_______________________ By:______________________
Title:_____________________ Title:___________________
Date:______________________ Date:____________________
This agreement is made and entered into by and between the parties concerned on_________,_________ in _________, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:
1. The Parties Concerned
Party A:_________
Add:____________
Tel:_____________
Party B:_________
Add:____________
Tel:_____________
2. Appointment
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4,and Party B accepts and assumes such appointment.
3. Commodity
“Golden Fish” Brand Washing Machines
4. Territory
In Singapore only
5. Minimum turnover
Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than USD 100,000,00.
6. Price and Payment
The price for each individual transaction shall be fixed through negotiations between Party B and the buyer, and subject to Party A’s final confirmation.
Payment shall be made by confirmed, irrevocable L/C opened by the buyer in favor of Party A ,which shall reach Parth A 15 days before the date of shipment.
7. Exclusive Right
In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 4 to customers in Singapore through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in Singapore and shall not solicit or accept orders for the purpose of selling them outside Singapore. Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in Singapore during the validity of this agreement.
8. Market Report
In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and the buyer’s comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply party A with quotations and advertising materials on similar products of other suppliers.
9. Advertising and Expenses
Party A shall bear all expenses for advertising and publicity in connection with the commodity in question in Singapore within the validity of this agreement,and shall submit to Party A all audio and video materials intended for advertising for prior approval.
10. Commission
Party A shall pay Party B a commission of 5% on the net invoiced selling price on all orders directly obtained by Party B and accepted by party A. No commission shall be paid until Party A receives the full payment for each order.
11. Transactions Between Governmental Bodies
Transactions concluded between govenmental bodies of Party A and Party B shall not be restricted by the terms and conditions of this agreement, nor shall the amount of such transactions be counted as part of the turnover stipulated in Article 5.
12. Industrial Property Rights
Party B may use the trade-marks owned by Party A for the sale of the Washing Machines covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Washing Machines shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter’s rights.
13. Validity of Agreement
This agreement, when duly signed by the both parties concerned, shall remain if force for 12 months from October 1, 1992 to September 30,1993, and it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.
14. Termination
During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.
15. Force Majeure
Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
16. Arbitration
All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached throught negotiation, the case shallthen be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.
Party A:_________ Party B:_________
(Signature) (Signature)
This agreement is made on between
(1) (Holder(s) of Hong Kong Identity Card(s) No(s).
and Holder of Certificate of Availability for Sale No.) of
(hereinafter called ’the Vendor’);
(2) (Holder(s) of Hong Kong Identity Card(s) No(s).
and Holder of Certificate of Eligibility to Purchase No.) of
(hereinafter called ’the Purchaser’); and
(3) (Holder of Business Registration Certificate No.) of
(hereinafter called ’the Vendor’s Agent’) and(Holder of Business Registration Certificate No.) of (hereinafter called ’the Purchaser’s Agent’).]OR
[(3) (Holder of Business Registration Certificate No.) of (hereinafter called ’the Agent’).]
Now it is hereby agreedas follows:
1. The Vendor agrees to sell and the Purchaser agrees to purchase *[through the Vendor’s Agent and the Purchaser’s Agent/the Agent,] the Property known as(hereinafter called ’the Property’) subject to the terms and conditions herein contained.
2. The purchase price of the Property is HK$ which shall be paid by the Purchaser to the Vendor in the following manner:
(a) Initial deposit of HK$ shall be paid upon signing of this Agreement;
(b) Further deposit of HK$ shall be paid upon signing of the Formal Agreement for Sale and Purchase on or before ; and
(c) Balance of purchase price of HK$ shall be paid upon completion which should take place on or before .
3. Completion shall take place on or before and the Property is to be sold to the Purchaser subject to Clause 17 hereof but otherwise free from incumbrances.
4. Upon completion, the Vendor shall deliver vacant possession of the Property to the Purchaser.
5. The Purchaser shall not sub-sell the Property or transfer the benefit of this Agreement, whether by way of a direct or indirect reservation, right of first refusal, option, trust or power of attorney, nomination or any other method, arrangement or document of any description, conditional or unconditional, or enter into any agreement so to do before the completion of the sale and purchase of the Property.
When fixing the date of signing of the Formal Agreement for Sale and Purchase, the Purchaser and Vendor should refer to Clause 8 below.
6. The Vendor and the Purchaser agree that they shall separately appoint their own solicitors.
The Vendor shall be represented by and the Purchaser shall be represented by .
7. Each party shall bear its own legal costs. Subject to Clause 11 hereof, all stamp duty shall be borne by the Purchaser.
8. The Purchaser agrees to apply to the Housing Authority for a Letter of Nomination within one month from the date of this Agreement but in any event no later than seven working days prior to the signing of the Formal Agreement for Sale and Purchase.
9. In order to enable the Purchaser to apply for the Letter of Nomination, the Vendor agrees to tender the original of the Certificate of Availability for Sale to the Purchaser or his solicitors within days from the date of this Agreement but in any event no later than seven working days prior to the signing of the Formal Agreement for Sale and Purchase.
10. Should the Purchaser fail to obtain a Letter of Nomination (otherwise due to the Vendor’sfailure to tender the said Certificate of Availability for Sale pursuant to Clause 9 above) before the signing of the Formal Agreement for Sale and Purchase or fail to complete the purchase in manner herein contained or fail to observe any of the terms contained in this Agreement, the deposit shall be forfeited to the Vendor and the Vendor shall then be entitled at his sole discretion to sell the Property to other eligible purchasers as he thinks fit but without prejudice to the Vendor’’s right to claim specific performance and damages from the Purchaser.
11. Should the Vendor fail to tender the original of the Certificate of Availability for Sale to the Purchaser or his solicitors according to Clause 9 of this Agreement or fail to complete the sale in the manner herein contained or fail to comply with any of the terms of this Agreement, the Vendor shall forthwith return the deposit to the Purchaser and shall pay to the Purchaser a sum equivalent to the amount of the initial deposit as liquidated damages and shall also reimburse the Purchaser with the payment of stamp duty but without prejudice to the Purchaser’’s right to claim specific performance and damages from the Vendor.
12. In consideration of the services rendered by the Vendor’s Agent and the Purchaser’s Agent,entitled to receive HK$___________________from the Vendor and the Purchaser’s Agent shall be entitled to receive HK$ from the Purchaser as commission. Such commission shall be paid on or before .
OR In consideration of the services rendered by the Agent, the Agent shall be entitled to receive HK$ from the Vendor and HK$ from the Purchaser as commission. Such commission shall be paid on or before .
13. If in any case either the Vendor or the Purchaser fails to complete the sale and purchase in the manner herein mentioned, the defaulting party shall compensate at once the Vendor’s Agent HK$ and the Purchaser’s Agent HK$ /the Agent HK$ as liquidated damages.
14. The Property is sold to the Purchaser on an ’as is’ basis.
15. This Agreement supersedes all prior negotiations, representation, understanding and agreements between the parties hereto.
16. It is hereby agreed that the sale and purchase hereof shall include the chattels, furniture and fittings as set out in the Remarks.
17. The Purchaser acknowledges that he is purchasing the Property subject to the liability for payment of premium as set out in paragraph 1 of the Schedule to the Housing Ordinance Cap.283. The Vendor declares that for the purpose of calculation of the amount of premium under paragraph 1(b) of the Schedule to the Housing Ordinance, the Initial Market Value and the Purchase Price of the Property are HK$ and HK$ respectively.
18. If the Purchaser is more than one person, they shall hold the Property as Joint Tenants.
19. It is hereby agreed that *[the Vendor’s Agent is the agent of the Vendor only and the Purchaser’s Agent is the agent of the Purchaser only/the Agent is the agent for both the Vendor and the Purchaser/for the Vendor only/for the Purchaser only.]
20. It is declared by the Vendor and the Purchaser that they are selling and purchasing the Property under the HOS Secondary Market Scheme of the Hong Kong Housing Authority and acknowledge that this Agreement is subject to the terms, covenants and conditions mentioned in the Schedule to the Housing Ordinance (Cap.283) and any amendments thereto.
21. The sale and purchase hereof is also subject to the additional terms (if any) set out in the Schedule hereto and in the event of any contradiction between such additional terms and the prescribed terms and provisions of this provisional agreement and the Formal Agreement for Sale and Purchase, the prescribed terms and conditions shall prevail.
22. This Agreement constitutes a legally binding agreement between the parties hereto.
23. This Agreement should be interpreted in its English version in case of ambiguities.
24. Remarks :
SCHEDULE
Additional Terms
Signed by the Vendor :_______________________
Signed by the Purchaser:_____________________
Signed by the Vendor’s Agent :______________
Estate Agent’s Licence
(Individual) No. :___________________________
Signed by the Purchaser’s Agent
Estate Agent’s Licence
(Individuall No. :___________________________
OR
Signed by the Agent :________________________
Estate Agent’s Licence
Individual No. :_____________________________
Received from the Purchaser the initial deposit of HK$ (cheque no. )
This Agreement is made as of this _________,_________,_________(M/D/Y),between AAA Inc. and all its domestic Subsidiaries and Affiliates (’AAA’) and the Informal Committee of Unsecured Creditors of AAA (the ’Committee’).
WITNESSETH
WHEREAS, on _________,_________,_________(M/D/Y)(the ’Committee Organization Date’), the Committee organized itself, at the request of AAA, and as initially organized is comprised of the following companies: BBB, Inc. CCC, DDD, Inc., EEE Company, FFF, LLC, GGG, Pacific Asset Management; and
WHEREAS, the Committee has advised AAA that it has retained the services of HHH LLP (’TB&F’) as its counsel; and
WHEREAS, AAA is desirous of entering into an out of court composition, extension or other acceptable agreement providing for the treatment of its outstanding claims (the ’Composition Agreement’) and further, AAA has agreed to allow the Committee a reasonable period of time to conduct such due diligence as it may require to determine the feasibility and advisability of entering into such a Composition Agreement (the ’Standstill Period’), and
WHEREAS, other than as provided in paragraph 2 of this Agreement, AAA has agreed that during the Standstill Period it shall make no payments, transfers or returns of merchandise on account of any its debts or obligations to anyone that arose or accrued prior to the date of this Agreement, without the written consent of the Committee.
NOW THEREFORE, for valuable consideration, including the forbearance of each Committee member, the parties hereby agree as follows:
1. This Agreement shall remain in effect and shall terminate on the earlier of: (a) 5:00 p.m. (Pacific Time) on _________,_________,_________(M/D/Y); (b) the Committee and AAA agree, in a writing executed in the same manner as this Agreement, to modify, replace or terminate this Agreement; (c) AAA defaults under or otherwise violates the terms of this Agreement and the Committee terminates this Agreement or an order for relief under the Bankruptcy Code is entered against AAA or an assignment for the benefit of creditors is executed by AAA (collectively, the ’Termination Date’).
2. During the Standstill Period, AAA shall make no payments, transfers or returns of merchandise on account of any of its past due debts as of the date of this Agreement including, but not limited to, goods or merchandise that were shipped or delivered prior to the date of this Agreement; PROVIDED HOWEVER, during the Standstill Period, AAA shall use funds to maintain its existing operations substantially in accordance with a budget to be agreed upon.
3. During the Standstill period, AAA shall conduct its business in the ordinary course and shall take no action, without the prior written consent of the Committee and sell or otherwise transfer its assets, including inventory, via bulk sale(s) or otherwise, outside of the ordinary course of its business.
4. Subject to the separate letter agreement, AAA will pay the reasonable fees and expenses incurred by the Committee’s professionals during the period between the Committee Organization Date and the Termination Date. Contemporaneously with the execution of this Agreement, AAA will wire transfer $,_________ to TB&F. At the conclusion of the Standstill Period, TB&F shall provide AAA, and its counsel, with a billing statement setting forth the identity of each TB&F professional who has performed services for and on behalf of the Committee, the rate charged by each such professional, and the aggregate time spent by each for the service provided. TB&F acknowledges that during the Standstill Period no legal services shall be provided for any individual Committee Member or on behalf of any other entity other than the Committee in connection with AAA and/or this Agreement. TB&F will also forward copies of the expenses incurred by the Committee member.
≮≯5. During the Standstill Period, and so long as AAA has complied with all of its obligations under the Standstill Agreement, the members of the Committee will (a) forebear from exercising such rights as they may have against AAA for payment or collection of sums that may be due to them, and (b) either jointly or individually, forebear from participating in the filing of an involuntary bankruptcy proceeding or state court receivership against AAA. Such forbearance is not a waiver of any portion of the claims of any Committee member.
6. This Agreement does not create a joint venture or create a partnership between the parties.
7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. All prior agreements and understandings are merged herein and there are no oral understandings apart form the terms of this Agreement. This Agreement may be altered, amended or modified only by a written instrument signed by all parties to this Agreement.
8. This Agreement and any issues arising hereunder will be governed by the laws of the State of California.
9. This Agreement may be executed in one or more counterparts, including facsimile transmittals, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first above written.
AAA INC.
By: /s/ _________
Title: __________
Printed Name: ___
BBB
By: _____________
Committee Member:______
Company: ______________
Printed Name:__________
甲方：
Party A：
Party B：_______________________________; Passport No:_________________________
鉴于甲方从事之经营项目的特殊性，甲乙双方根据有关法律、法规规定、在遵循平等自
愿、协商一致、诚实信用的原则下，就乙方在任职期间以及离职后的有关事项达成如下协议：
Whereas Party A engaged in the business view of the special nature of the project, both parties in
accordance with relevant laws and regulations, in compliance with equality, voluntariness,
consensus, under the principle of good faith, during party B’s tenure and after leaving , the matter
reached the following agreement:
第一条 保密
Confidentiality
Item 1
1.1 乙方承诺，在本协议约定的保密期内，严格按照本协议的保密内容以及公司的保密制度
履行保密义务。
For the term of this agreement, Party B promise to strictly fulfill confidentiality
obligations, according to the confidentiality content & company’s confidentiality policy.
第二条 保密内容
Item 2 Confidentiality Content
2.1 不为公众知悉，能为甲方带来经济利益，具有实用性并经权利人采取保密措施的技术信
息和经营信息，包括但不限于：专有技术及配方、新产品研发过程及成果、经营计划及策略、
财务状况、客户资料以及供应商资料等。
Technical and management information, which was not
known by the public, can bring economic benefits to Party A, with practicality, and the right take
security measures for, including but not limited to: intellectual property and formulations, new
product development process and results, management plans and strategies, financial condition,
customer data and vendor information, etc.
2.2 甲方已掌握并负有保密责任的第三者(如甲方的客户或者供应商)的技术信息和经营信
息，包括但不限于：专有技术及配方、新产品研发过程及成果、经营计划及策略、财务状况、
客户资料以及供应商资料等等。
Party A controls and has a duty of confidentiality to protect third
parties (such as the Party A's customers or suppliers) of technical and management information,
including but not limited to: intellectual property and formulations, new product development
process and results, business plans and strategies, financial condition, customer data and vendor
information, and so on.
2.3 甲方以书面或其他形式确定为商业秘密的资料和信息。
Data and information which Party A
in writing or otherwise identified as trade secret.
第三条 保密期限
Item 3 Confidentiality Period
3.1 除非甲方通过书面形式明确本协议所涉及的某项保密内容可以不用保密，则乙方应从与
甲方建立劳动关系之日起(包括试用期内)，无限期保守甲方之商业秘密。
Unless Party A make
sure in writing that a certain confidential content covered by this agreement can not be confidential ,
then Party B should keep the Party A’s trade secret for ever from the date of labor relations
(including probation).
第四条 泄密
Item 4 Leakage of the Trade Secret
4.1 凡未经甲方总经理或保密委员会书面授权而直接或间接以任何形式向任何人或任何组
织透露上述、涉及保密内容的行为均属泄密。
Without the written authorization of the general
manager or security committee of party A, behaviors of directly or indirectly, in any form to any
person or organization to disclose the above the content, are related to confidential disclosure.
4.2 当甲方将有关保密内容的资料或信息交由乙方保管时，若因乙方保管不当造成该资料或
信息的遗失、公开、泄露时，同样视为泄密。
When Party A ask party B to keep relating to the
contents of confidential data or information, if loss, publicity, disclosure caused by improper storage
of the data or information, for party B, the same as a leak.
第五条 违约责任
Liability for Breach
Item 5
5.1 如乙方行为造成泄密的，应立即终止泄密行为以及因此而引致的侵犯甲方商业秘密的行
为，积极协助甲方采取补救措施防止泄密范围的继续扩大，并向甲方支付由于违约行为而照
成的经济损失，该损失包括：直接损失、潜在损失以及权利人为主张权利而支付的费用等。
The trade secret leakage caused by the Party B’s behavior, those behavior should be immediately
terminated and the acts of infringement on Party A’s trade secrets should be immediately
terminated; Party B should actively assist the Party A to take remedial measures to prevent the
continued expansion of the disclosure, due to the breach, Party B should pay to Party A according
to the caused economic losses, the losses include: direct losses, potential losses and the expenses
of the allegation.
5.2 若该泄密行为发生在甲、乙双方劳动合同关系存续期间，则乙方除承担上述责任外，甲
方还有权无条件解除与乙方的劳动合同。
If the leaks occurred during the term of the labor
contract between Party A and Party B, In addition to assumption of these responsibilities by Party B,
Party A has the right to unconditionally terminate the labor contract with Party B
第六条 争议解决
Item 6 Dispute Resolution
6.1 如因本协议之履行发生争议，甲、乙双方应友好协商解决；协商不成，由公司所在地人
民法院处理。
If there is a dispute on implementation of this agreement, Party A and Party B should
be settled through friendly consultations; otherwise by the local people's court in the area of the
company, if negotiation fails.
第七条 本协议一式两份，甲、乙双方各执一份，每份具同等效力。
Item 7 This agreement shall be held in two copies of the same form. Each party shall preserve one
copy with equal legal effect.
甲方： 乙方：
Part A： Party B:
代表人：
Representative：
Date： Date：
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