国际商务合同的起草细节

商务合同是国际工程项目追踪、实施、管理的基础，下面以EPC+F模式下主权担保的国际工程项目，工程承包商与代理机构之间签署的代理协议为例，介绍国际商务合同的基本框架：

第一部分是商务合同签署的时间、地点及合同当事方的主要信息包括企业注册地、法定代表人、联系方式等。

This contract is entered into on this XX day of XX month, XXXX year between XXX (hereinafter referred to as “the Party A”) , (registered address, Legal representative and Tel )and XXX (hereinafter referred to as “the Party B”),(registered address, Legal representative and Tel ) in XX (City), XXX (Country).

XXX and XXX shall hereinafter be referred to individually as “the Party” and collectively as “the Parties”.

第二部分是鉴于条款（WHEREAS），鉴于条款是当事人形成权利义务关系缔结合同的背景介绍：

WHEREAS

1.The XXX Bank (The government Bank), XXX (Host Country) Ministry of Economy and Finance, XXX (Host Country) Ministry of Infrastructure (or other related authorities) and Chinese financial institutes (e.g., China Development Bank) have negotiated about financing terms of the XXX project in XXX country and have reached a mutual consensus on the application of funds from China. (Financing Resource)

2.The Party A and the Party B have negotiated with each other about XXX Project amounting to about XXX (the estimated contract value) and have reached a preliminary consensus on mutual cooperation.

3.The Parties wish to set out the preliminary arrangement of the contemplated framework under this contract.

第三部分是在鉴于条款下，合同当事人就项目的关键条件达成的共识。例如项目的主要工程内容、成本及融资模式等。

THEREFORE

The Parties have agreed as follows through mutual negotiation:

1.The XXX project (hereinafter referred to as “the Project”) includes the following: main construction works and cost

2.The Project is to be implemented subject to the financing terms of Chinese financial institutes, and the Government of XXX (Host Country) agrees to provide sovereign guarantee.

3.The Project will be implemented in (EPC+F) mode as if XXX (Employer) plays as the Employer and the XXX (the Party B) as the General Contractor.

第四部分是合同的实质性条款，约定合同当事方的权利与义务。

4.Responsibilities of the Party A（代理机构）:

(1)Having the Project approved by the Government of XXX (Host Country);

(2)Incorporating the Project into XXX (Host Country) Foreign Fund Use Plan for Infrastructure Construction;

(3)Delivering the existing data/documents in respect of the Project to the Party B, and assisting the Party B to collect other necessary data;

(4)Providing the required documents including but not limited to Environment Impact Assessment Report, and obtaining respective approval from related Government Authorities of XXX (Host Country);

(5)Assisting with the Party B to Prepare Financing Feasibility Study Report jointly and obtaining the approval from related Government Authorities of XXX (Host Country);

(6)Facilitating the Party B to conduct activities in XXX (Host Country), including but not limited to work permit application, investigation and site survey, in connection with the Project.

5.Responsibilities of the Party B（工程承包商）:

(1)Organizing site surveys and technical communications;

(2) Providing Financing Feasibility Study Report jointly with the Party A and other necessary documents;

(3)Assisting to pass Chinese financial institutes’ procedures for examination and approval;

(4)Executing and implementing the Project as the EPC General Contractor as if the project business contract is awarded.

6.The Parties shall respectively establish a working team as soon as possible after the signing of this contract so as to facilitate the promotion of the Project.

(1)The Party A shall provide the Party B with all existing data of the Project after the signing of this agreement; the Party B shall then submit a list of additional required data to Party A after studying the existing data; upon the receipt of said list, Party A shall then provide such additional data thereafter.

(2)The Parties shall jointly prepare a Compilation Plan and Schedule for the Financing Feasibility Study Report based on the existing data in hand.

(3)The Parties shall jointly prepare the Financing Feasibility Study Report and other required documents within 2 to 6 months after the completion of the above mentioned Compilation Plan and Schedule. Party A shall be responsible for obtaining the approvals from related Government Authorities of XXX (Host Country).

(4)The Party B shall assist Party A to complete Chinese financial institutes’ procedures for examination and approval of the Loan Application Documents. If the application for loan is rejected by the Chinese financial institutes, the Party A has its own right to start negotiation with other parties.

第五部分是对代理费用的比例、支付条件、时间及支付方式予以约定。

7.If the project is awarded by Party B, the X (an Arabic number) percentage of contact amount will be paid to the Party A as the service fee to the XXX bank account (registered by the Party A): XXXX within 28 days after the date of the Party A received the advanced payment from the employer.

第六部分保密性条款是规定合同当事方对共享的与项目有关的信息承担保密义务，在没有获得许可下，保证不将信息泄露给除当事方外的第三方，其目的是为了维护信息提供方的权益，保持信息的价值。

8.Any information in connection with this contract and/or the Project disclosed by one party to the other shall be deemed confidential. Neither party may disclose, directly or indirectly, all or part of the information under this contract to any third party without the prior written consent of the other party.

第七部分是不可抗力，是指合同订立时不能预见、不能避免、不能克服并不能主要归因于他方的特殊事件或情况，包括战争、恐怖主义、 自然灾害等。

9.If any event or circumstance outside the control of the Parties (including, but not limited to, Force Majeure) arises which makes it impossible or unlawful for either or both Parties to fulfill its or their contractual obligations or which, under the law governing the Contract, entities the Parties to be released from further performance of the contract, then upon notice by either Party to the other Party of such event circumstance：

The Parties shall be discharged from further performance, without prejudice to the rights of either Party in respect of any previous breach of the contract. （FIDIC 施工合同条件 1999年第1版 19.7条 Release from performance under the law）

第八部分是适用法律及争端解决。依据惯例，合同受项目所在国法律约束。为便于争端处理，在选择仲裁地时，大多数中方企业会倾向于选择新加坡或香港。

10.This agreement shall be governed by and construed in accordance with the law of XXX (Host Country). If a dispute arises in connection with the agreement, both Parties shall attempt to settle the dispute amicably before the commencement of arbitration.  

In case the settlement cannot be reached between both parties,  the dispute shall be submitted to the XXX (an Arbitration Court) and finally settled by international arbitration.

第九部分合同的生效及有效期

11.This Agreement will enter into force as of the XXX day of month, year (“Effective Date”) and be valid for XX years (Duration). The period of validity may be extended when necessary by written stipulations between the Parties.

第十部分合同当事方授权人签字

12.This Agreement shall become effective as of the date upon signature by duly authorized representatives of the Parties. IN WITNESS WHEREOF, this Agreement is in X (an Arabic number) originals in English. Each Party will keep X thereof.