合同翻譯常用句型---定義和解釋.doc

1 Definition and Interpretation Affiliate means any person or company that directly orindirectly controls a Party or is directly or indirectly controlledby a Party, including a Partys parent or subsidiary, or is underdirect or indirect common control with such Party.For the purpose of this Agreement, control shall mean eitherthe ownership of fifty per cent (50%) or more of the ordinaryshare capital of the company carrying the right to vote atgeneral meetings or the power to nominate a majority of theboard of directors of the Company.5050Proprietary Knowhow shall mean processes, methods andmanufacturing techniques, experience and other informationand materials including but not limited to the TechnicalInformation and Technical Assistance supplied or rendered bythe Licensor to the Licensee hereunder which have beendeveloped by and are known to the Licensor on the datehereof and/or which may be further developed by the Licensoror become known to it during the continuance of thisAgreement excepting, however, any secret knowhow acquiredby the Licensor from third parties which the Licensor isprecluded from disclosing to the Licensee.Proprietary Information means the information, whether 2 patentable or not, disclosed to the CJV by either Party or itsAffiliates or disclosed by the CJV to either Party or its Affiliatesduring the term of this Contract, including technology,inventions, creations, knowhow, formulations, recipes,specifications, designs, methods, processes, techniques,data, rights, devices, drawings, instructions, expertise, tradepractices, trade secrets and such commercial, economic,financial or other information as is generally treated asconfidential by the disclosing Party, its Affiliates, or the CJV,as the case may be; provided that when such information is in unwritten orintangible form, the disclosing Party, its Affiliates or the CJVshall, within one month of making the disclosure, provide theother Party and/or the CJV with a written confirmation thatsuch information constitutes its Proprietary Information.Encumbrances include any option, right to acquire, right ofpreemption, mortgage, charge, pledge, lien, hypothecation,title creation, right of setoff, counterclaim, trust arrangement orother security or any equity or restriction (including anyrelevant restriction imposed under the relevant law). 3 In this Agreement, unless the context otherwise requires: headings are for convenience only and shall not affect theinterpretation of this Agreement;words importing the singular include the plural and vice versa; words importing a gender include any gender; an expression importing a natural person includes anycompany, partnership, joint venture, association, corporationor other body corporate and any governmental agency;a reference to any law, regulation or rule includes all laws,regulations, or rules amending, consolidating or replacingthem, and a reference to a law includes all regulations andrules under that law;a reference to a document includes an amendment orsupplement to, or replacement or novation of, that document;a reference to a party to any document includes that partyssuccessors and permitted assigns;a reference to an agreement includes an undertaking,agreement or legally enforceable arrangement orunderstanding whether or not in writing;a warranty, representation, undertaking, indemnity, covenantor agreement on the part of two or more persons binds 4 jointly and severally; and the schedules, annexes and appendices to this Agreementshall form an integral part of this Agreement.Control means the power of any entity to direct the affairs ofanother entity whether by any of the following means orotherwise:beneficial ownership of or entitlement to acquire shares orassets of the other;power to exercise voting rights in relation to the other;power to appoint members of the supervisory board, board ofdirectors or bodies legally representing the other;orpower to operate, direct or manage the general affairs of theother.Technical Information shall mean all technical data,drawings, designs, formulae, specifications, processes,methods of manufacture, computer programs or othersoftware or technical documents and similar intellectualproperty rights of or developed by the Licensor as of the datehereof or to be developed by the Licensor during the term ofthis Agreement relating to the Product, including 5 improvements thereto.The headings used in this Contract are for ease of referenceonly, and in no event shall the substance of any paragraph orthe intent of the Parties be interpreted or controlled by suchheadings.References to: Clauses and Schedules are to clauses in and schedules tothis Agreement (unless the context otherwise requires) andthe Recitals and Schedules to this Agreement shall bedeemed to form part of this Agreement;person shall include body corporate, unincorporatedassociation and partnership (whether or not having sepa