Giambrone & Partners

Commercial Contracts Draft & Review

Drafting and review of tailor-made commercial contracts

Our team of lawyers and legal advisors have many years of experience in preparing and negotiating all types of contracts (both in English and Chinese).

Drafting and review of tailor-made commercial contracts

Our team of lawyers and legal advisors have many years of experience in preparing and negotiating all types of contracts (both in English and Chinese).

Commercial contracts: Security and peace of mind for your business

Nowadays, foreign companies trading with China often sign various types of contracts with Chinese companies before executing business transactions. The specifics of the transaction as well as business laws and regulations in China determine the type and content of the contract(s).

Specialist skills: Assistance for every type of commercial contract

Having these contracts properly drafted, reviewed and/or negotiated by a law firm, ideally in bilingual (English and Chinese) form, before signing them is critical to protect and enforce one’s rights in the event of a dispute over a particular transaction. The most common commercial contracts we often prepare include:

Sales/Purchase Contract

Used for the sale, purchase, and delivery of business-to-business (B2B) goods and includes provisions on type of goods, price, quality, quantity, payment, delivery, inspection, intellectual property (IP), warranties, etc. A A foreign company that purchases products from a China-based company as part of a single transaction or multiple transactions in a short period of time and imports those products into its home country or elsewhere generally uses this type of contract.

Supply contract

Similar to a sales/purchase agreement, but is used when there is a long-term agreement (i.e., more than one year) between one company (e.g., a foreign buyer) and another company (e.g., a Chinese supplier, usually a manufacturing company) ) to supply goods at fixed, predetermined prices on a regular basis (e.g., monthly or quarterly).

Confidential Agreement

Also known as a nondisclosure agreement or NDA, it is used between at least two parties who intend to share confidential information (particularly trade secrets) with each other for certain purposes, usually in initial negotiations before signing supply, production, or distribution contracts, but want to prevent disclosure of that information to others without the other party's permission.

Distribution contract

Used when a company (e.g., a foreign supplier) sells its products to another company (e.g., a Chinese distributor) with the intention of the latter to market and resell the products under its own name to manufacturing companies (for machinery or industrial supplies) or retailers (for consumer products) located within a defined territory, usually a country. It includes many of the standard provisions contained in a standard sales, supply and manufacturing contract, but also includes terms relating to exclusivity, resale prices, sales outside the territory, minimum sales targets, delivery of a minimum amount, minimum stock, promotional activities, non-competition, and so on.

License Agreement

Used when two parties, the Licensor and the Licensee, establish a relationship in which the Licensor grants the Licensee the right to its property, typically intellectual property such as trademarks, patents, and copyrights, necessary to produce, manufacture, use, and/or sell products within a defined geographic region, usually a country. In return, the Licensee typically agrees to adhere to a set of conditions regarding the use of Licensor's intellectual property and agrees to compensate Licensor by making royalty payments.

Manufacturing contract

Also known as an Original Equipment Manufacturer (OEM) or Original Design Manufacturer (ODM) production contract, it is used when a company (e.g., an international company) subcontracts the production of its products to another company (e.g., a manufacturer in China) according to precise instructions provided by the former company regarding the product specifications, designs, patterns and materials to be used necessary for the manufacturing process, while ensuring the protection of intellectual property rights and confidential information. The difference between a manufacturing contract and a supply contract is that the former is used when there is high value added to products, while the latter is generally used for the manufacture of standard products.

Franchise Agreement

Used when two parties, the Franchisor and the Franchisee, establish a relationship in which the Franchisor grants the Franchisee the right not only over its intellectual property, but also over its business systems, operating procedures and sources of supply, etc., as well as to establish and operate a franchise outlet, usually uniformly equipped and furnished, to market and sell the Franchisor's products and/or services. The Franchisor usually agrees to provide the initial and ongoing business and technical support necessary to run a successful operation. In return, the franchisee agrees to follow the franchisor's instructions regarding branding, presentation, corporate image, dress code, systems and procedures, operating territory, etc., and to pay certain initial and ongoing fees.

Giambrone & Partners International Law Firm – China Desk
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