法律英语学习笔记No.2 英文合同中的通用条款

结合近期审核的英文合同及法律英语相关素材整理其通用条款。
定义与解释条款
DEFINITIONS AND INTERPRETATION
目的：定义术语，减少歧义
①In this agreement,the following words or expressions shall have the meanings giving to them respectively below.
②In this Agreement, the following capitalized terms shall have the meanings ascribed to them below, unless otherwise provided.
合同效力相关条款
Validity
A、主体资格条款


B、语言和文本条款
【语言】This Agreement has been prepared and entered into in the English language, which language shall govern the interpretation and construction of this Agreement and the relationship between the parties hereto.
【文本】This Agreement may be executed in any number of counterparts but shall not be effective until one Party has executed at least one counterpart. Each counterpart when executed shall be an original, but all the counterparts together shall constitute one document.

C、完整协议条款

D、可分割性条款
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and effective under the Applicable Law. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, the invalidity shall not affect the validity and enforceability of the other provisions of this Agreement which can be given effect to without the invalid provisions, and the invalid provision or part thereof shall be deemed severed from the rest of the relevant provision or Agreement, where applicable.

转让条款
Assignment and Delegation
A、禁止转让
This Agreement shall not be assignable, whether in whole or in part, by the Licensor without the prior written consent of the Licensee, and any such assignment or attempted assignment shall be null and void and shall be deemed to a material breach of this Agreement.
This Agreement is personal to Licensor, and Licensor shall not assign this Agreement without prior written consent of Licensee.

B、附履约保证的业务合并或重组转让

C、不附履约保证的转让

D、限制不对等的转让

材料参考：《鏖战英文合同》王相国
特殊说明：如上条款仅可作为参考，实际合同拟定过程中应当根据贵司实际需求修改/调整。