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.

1. CHINA COMMISSION CONTRACT
委托合同
Main Clauses
Applicable Law and Arbitration
Model Contract (English-Chinese)

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)
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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
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4. Some of the most important clauses in the China Agency Contract are as follows:
2. MAIN CLAUSES
See sample China Commission Contract
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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. 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. 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. 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. 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
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