英文合同範文錦集五篇

在人民愈發重視法律的社會中，人們運用到合同的場合不斷增多，它可以保護民事法律關係。合同有不同的類型，當然也有不同的目的，下面是小編幫大家整理的英文合同5篇，供大家參考借鑑，希望可以幫助到有需要的朋友。

英文合同 篇1

FOB CRUDE OIL SALES AGREEMENT

離岸原油銷售協議

This is to confirm the Agreement between us as follow:

我們之間的協議現來確認如下：

Parties:

當事人：

SELLER- SAUDI ARABIAN OIL COMPANY, A COMPANY WITH LIMITED LIABILITY ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA

賣方：沙特阿拉伯石油公司，一家依照阿拉伯法律下的有限責任公司。

BUYER- A COMPANY INCORPORATED UNDER THE LAWS OF買方： 國家法律下的股份有限公司

Term of Agreement

合同條款

This Agreement shall be effective as of and shall continue tin effect through and including with automatic one-year extensions thereafter unless terminated at the option of either party,other than for cause,upon at least sixty(60)days written notice prior to the expiration of the original term or,if applicable,any subsequent anniversary date.

此合同自。。起開始生效。若雙方未提出終止合同，該合同將自動延期一年。在終止期前至少60天開出書面證明原始條款有效，如果適用的話,其後任何年均可繼續生效。

Grade,Quantity and Quality:

數量和質量等級

3.1 Subject to availability and the production policies determined by the

Government of the Kingdom of Saudi Arabia,SELLER shall deliver and sell to BUYER and BUYER shall lift or receive and buy from SELLER a total of ｛ quantity in numbers and words｝

Barrels per day of Arabian Light crude oil, minus up to ten percent(10%)if BUYER s or SEELERs option,or plus up to ten percent (10%)if BUYER so requests and SELLER agrees. Additional volumes of crude oil of similar or different grades may be delivered under this agreement as the parties may from time to time agree.

依據由沙特阿拉伯政府出臺的有效相關產品政策，賣方應該將貨物發送並賣給買家，買家也應該接受並且同意接手從賣方手裏買的總數{插入數量的數字和文字}-------阿拉伯輕質原油，數量的上下幅度爲總數量的10%。如果買家這樣要求並且賣家同意的話。額外大量的原油同品級的或是不同品級的將會遵從買賣雙方的意願按照合同的要求發貨。

The availability of each grade of crude oil specified in Paragraph 3.1 will be advised by SELLER from time to time in accordance with the production policies of Government of the Kingdom of Saudi Arabia. Subject to availability, and underless otherwise mutually agreed, the quantitied of each grade of crude oil to be lifted or received and purchased by BUYER during the term of this Agreement shall be spread over the term of this Agreement as evenly as practicable.

每個可用的原油等級的表述在條款3.1，根據沙特王國的生產政策通知給賣方。雙方同意，每個品級的原油數量被買房收到和被購買的，在被協議期限之內，將會遍及又很輕的實用性的條款。

Notwithstanding anything to the contrary contained else where in this Agreement and without prejudice to any other rights or remedies available to SELLER hereunder if at any time BUYER,for at any reason other than force majeure(as defined in Paragraph 11.6)or a reason attributable to SELLER, fails

to lift or receive and purchase quantities of crude oil in accordance with this Paragraph 3, SELLER may at one time or from time to time thereafter, at its sole discretion, and upon notice to BUYER, reduce any or all quantities and grades of crude oil which BUYER would have otherwise been entitled to lift and buy.

儘管任何相反的1包含在這個協議和其他地方不影響其他權利或補救措施提供本協議項下賣方有任何時候,如果買方在任何理由,不可抗力除外)項所定義的(11.6)或一個原因致使賣方不能提升,或接受和購買數量的原油依照本第三項規定,賣方可以在同一時間或從時間,以時間之後,行駛他的自由決定權,在通知買方,減少任何或全部數量、等級的原油,否則會被買方有權解除選購。

The quality of each grade of crude oil delivered hereunder shall be the usual quality of that grade being made available by SELLER at the time of loading of the crude oil at the SELLER's loading port in Saudi Arabia. SELLER warrants that it has good and marketable title to the crude oil, free and clear of all charges, liens and encumbrances but THERE ARE NO GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE CRUDE OIL, FOR ANY PARTICULAR PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION OF THE CRUDE OIL AND ANY SPECIFICATIONS THEREFOR CONTAINED IN THIS AGREEMENT.

每個品級質量的原油是日常質量的，由賣方在裝船原油賣方裝運港美國在沙特的賣方的裝運港。賣方保證具有良好的所有權與市場的原油、自由和明確的、留置物的所有指控,但沒有及抵押擔保或保證,明示或暗示,適銷,或適度性的原油、適合於某特殊目的性或其他的描述,超越了微生物對原油的任何規格因此包含在本協議。

Price:

4.1 The price per barrel of each grade of crude oil to be sold hereunder shall be the average of the means of Oman and Dubai crude oil quotations (as

published in Platt's Crude Oil Marketwire under the heading "Spot Assessment") for the entiremonth in which the Bill of Lading date falls, plus or minus a differential for each grade to be provided by SELLER to BUYER as per Paragraph 4.2.

每個品級的.原油的每桶價格買的價格將會取阿曼和迪拜的原油報價的均值的平均數。（正如在潑辣託市場上的點評估標題下的），一整個月的提單在日落期，加或減一個不同對於每個品級的由賣方提供給買方如段落4.2中的。

On or before the fifth (5th) day of each month, SELLER shall notify BUYER of the differential to be used to determine the price per barrel of each grade of crude oil for sale under this Agreement during the following month ("Scheduled Month of Delivery"). Within five (5) calendar days after receipt of SELLER's notification as set forth in the preceding sentence, BUYER may elect to terminate this Agreement by delivering written notice thereof to SELLER. Unless BUYER elects to terminate this Agreement in accordance with the immediately preceding sentence, the price differential notified by SELLER shall apply. Termination by BUYER in accordance with this Paragraph 4.2 shall be effective as of the first day of the month following SELLER's receipt of BUYER's notice; provided, however, that termination under this or any other provision of this Agreement shall not affect the parties' rights and obligations with respect to deliveries of crude oil under this Agreement which were made prior to the effective date of termination; and further provided that in the event of termination hereunder or expiration of the Agreement, this Agreement shall remain in effect with respect to all crude oil for which delivery has been confirmed pursuant to Paragraph 6. The differential applicable to such crude oil shall be the differential which was in effect during the month prior to termination.

每個月第五天或是第五天之前，賣方需通知買方，習慣於決定每個品級的原油的每桶的價格在協議下的下一個月的銷售（預訂交貨月）。在收到如前所

述的內容賣方在五個日曆天之內通知，買家可能選擇終止合同，通過發送書面證明的方式由此發給賣方。除非買方根據前述的內容終止協議，通知賣方的價格差異將被申請。由買方根據段落4.2的終止將會有效，自當月的第一天起根據賣方收到買方的通知爲準，假使，然而，在規定條款下的此終止將不會影響到當事人的權利和義務希望原油按照合同的要求運送，在生效期前終止；如果是，在有效期內終止合同，合同將保持有效考慮到原油的運送確定依照段落6.在終止期前一直有效。

If delivery is at Yanbu, BUYER shall pay, in addition to the price calculated in accordance with Paragraph 4.1, the East-West Pipeline transit fee, currently U.S. $0.25 (twenty-five U.S. cents) per barrel.

如果是在yanbu卸貨，買家將會付款，額外價格的計算將會根據段落4.1，中東管道運輸費，當前爲每桶0.25美元（25美分）

Should issuance of the Bill of Lading occur before or after the Scheduled Month of Delivery, the price of such cargo shall be calculated using the differential that would have applied had issuance of the Bill of Lading occurred in the Scheduled Month of Delivery; however, the Oman and Dubai Prices shall be calculated with reference to the Bill of Lading date, as set forth in Paragraph 4.1.

簽發提單應該在預期裝運之前或是之後，運價將會計算使用不同的應該被申請的已經簽發的提單；然而，阿曼和迪拜價格將會按照提單的日期來計算，如前所述的段落4.1

Payment:

支付條款；

5.1 Payment for each parcel of crude oil sold shall be made in the full amount of SELLER's telexed or faxed invoice without discounts or deductions by BUYER to SELLER via electronic transfer in immediately available funds in U.S. Dollars to SELLER's account as follows:

英文合同 篇2

編號no. _____________

中國 china

c.i.f./c.＆f.

合同格式

c.i.f. /c. ＆

買受人： ______________ 出賣人：________________

buyer： ______________ seller：________________

地址： ______________ 地址： ________________

adress： ______________ adress：________________

電掛： ______________ 電掛： ________________

cable： ______________ cable： ________________

電傳： ______________ 電傳： ________________

telex： ______________ telex： ________________

上述買賣雙方按照下列條件於____年____月____日簽訂合同。

the seller and the buyer above named have this ____day of ________ _________entered into this contract on the following terms and conditions .

1.貨物

commodity ：

序 號

item no.

單位

description

單價

unit

.數量

quantity

單價

unit price

總價

amount

2．合同總價：_____________________

total contract value：____________

3．包裝：_________________________

packing：_________________________

4．保險：根據_____保險公司保險條款按發票金額___%insurance：投保____險。

covering all risks for ___% of the invoice value as per insurance: policy of people’s insurance company china (p.i.c.c).

由買方自理。

to be affected by the buyer.

5．運輸標誌：_____________________

shipping marks：__________________

6．裝運港：_______________________

intended port(s)of shipment：

__________________________________

7．目的港：_______________________

port of destination：_____________

8．裝運期：_______________________

shipment period：_________________

9．付款條件：_____________________

terms of payment：________________

合同貨款應由買方通過賣方可接受的銀行，按合同總價開出以賣方爲受益人的、無追索權、保兌、不可撤銷、可轉讓、可分批裝運、可轉船的信用證支付。憑________即其期匯票在

提示第10條所列裝運單據時付款。該信用證最遲應於裝運期開始前________天開到賣方，而且在裝運期結束後15天內仍能在中國有效議付。

若買方未能履行上述義務，根據賣方的選擇，可終止本合同，或接受本合同的部分或全部，或就由此而發生的任何損失提出索賠。

payment hereunder shall be made by confirmed ; irrevocable and transferable without recourse letter of credit in favour of the seller for the total contract value opened by a band acceptable to the seller permitting part shipments and transshipments in one or more vessels ,and available by______sight draft(s) against presentation of the shipping documents mentioned in clause letter of credit shall reach the seller not less than______days prior to the start of the shipment period and remain valid for negotiation in china until the 15th day after the expiry of the shipment period.

should the buyer fail to fulfil its obligations mentioned above , the seller shall ,at its discretion, terminate the contract or accept whole or part of this contract ,or lodge a claim for losses thus sustained ,if any .

10．裝運單據：

shipping documents：

(a)商業發票；

commercial invoices (s);

(b)空白擡頭、空白背書、可轉讓的清結提單，或指定買方爲收貨人的記名提單；

negotiable clean bill (s) of lading to order bland endorsed or naming buyer’s consigee;

(c)原產地證書；

certificate (s) of origin;

(d)裝箱單；

packing list ;

(e)保險單(只適用於gif合同)。

certificate (s) of insurance (in the case of gif sales) .

11．合同的完整性與轉讓：

complete contract and asignment：

(a)本合同中的條件和條款構成買賣雙方(以下簡稱“雙方”)對合同項下貨物的全部和最終理解。對本合同的任何修改、補充或對合同任何條款的免除，均必須經受約束方書面確認，否則無效。

the terms and conditions found within this contract constitute the complete and final understanding of the seller and the buyer (hereinafter” the parties”) with respect to the commodity referred to herein . no modification, extension or release from any provision hereof shall be effective unless the same shall be confirmed in writing by the party to be bound .

(b)未經賣方事先書面同意，本合同及合同項下的任何權益不得轉讓。

neither this contract nor and interest therein shall be assignable witout the prior written consent of the seller.

12．擔保：

warranty:

賣方擔保所有貨物符合第一條規定的規格。除此之外，任何性質的陳述，擔保和條件，均予排除並消滅。

the seller warrants that all commodity will conform to the description set out in clause 1. save as aforesaid all representations , conditions and warranties of whatsoever nature are hereby excluded and extinguished.

13．許可證、關稅和稅收：

licenses,duties and taxes:

除本合同另有規定外，所有進口許可、許可證以及不屬於國家的任何政府機構徵收的一切進口稅、關稅和各種稅收均由買方負擔。

except as otherwise provided herein , all import permits and licenses and the import duties, customs fees and all taxes levied by any government authority other than the seller ’s country shall be the sole responsibility of the buyer.

14．不可抗力：

force majeure:

如果賣方遇到人力不可抗拒事件，包括但不限於火災、水災、地震、颱風、自然災害以及任何其他賣方不能合理控制的任何意外事故和情況，阻止、妨礙或干擾了本合同的履行時，本合同規定的'賣方履約時間應自動延長，其延長年時間應相當於因人力不可抗拒事件直接地或間接地使賣方不能履行本合同的時間。受不可抗力事件影響的賣方應在合理的時間內，用電報或電傳將不可抗力事件的發生通知買方，並於__個月內將有關當局出具的有關不可抗力事件的證明航寄買方。

如果不履約的情況延續達___天以上，雙方應立即協商修改合同。若從不可抗力事件發生之日起___天內雙方當事人未能取得雙方滿意的解決辦法時，任何一方都可以終止履行本合同未執行部分。

the time for the performance of the seller’s obligations set forth in this contract shall be automatically extended for a period equal to the duration of any nonperformance arising derecly or indirectly from force majeure events including but not limited to fire , flood , earthquake , typhoon , natural catastrophe ,and all other contingencies and circumstances whatsoever beyond the seller’s reasonable control preventing , hindering or interfering with the performance thereof , the seller so prevented by force majeure shall in reasonable time inform the buyer by cable or telex of the occurrence of force majeure and within one month by air mail a relevant certificate issued by competent authorities as evidence thereof . if the nonperformance lasts for more than ___ (___) days ,the parties shall immediately consult together in an effort to agree upon a revised contract basis the parties are unable to arrive at a mutually satisfactory solution within _____(___) days from the beginning of such force majeure , then either of the parties may terminate the contract in respect of the unexecuted portion of the contract .

15．索賠

claims:

如發現貨物在質量、數量或規格方面與本合同第一條規定不符，賣方同意審覈任何因此而提出的索賠。該索賠要求應經賣方認可的有信譽的檢驗機構出具的報告證實。質量方面的索賠要求應於貨物到達目的港後__個月內以書面形式提出，數量或規格方面的索賠要求，應於貨物到達目的港後__天內以書面的形式提出。

在任何情況下，賣方對利潤損失、時間延誤、商譽損害或其他由此而引起的任何特殊或間接損失概不負責。

對於任何原因造成的任何性質的一切滅失或損害，賣方的賠償責任，在任何情況下不得超過索賠部分貨物的合同價款，或者根據賣方的選擇，對此貨物修復或更換。

should the quality , quantity and / or specification of the commodity be found not in conformity with the description set out in clause one , the seller agrees to examine any claim , which shall be supported by a report issued by a reputable surveyor approved by the seller ,claims concerning quality shall be made in writing within ___months after the arrival of the goods at the port of destination .l claims concerning quantity and / ofr specification shall be made in writing within ______ days after the arrival of the goods at the port of destination . in no event shall the seller be liable for lost profits , delay , injury to goodwill or any special or consequential damages howsoever any lr the same are caused .

the seller ’ s liability for any and all losses of damages of whatsoever nature resulting from any cause whatsoever shall in no event exceed the portion of the total contract price attributable to commodity in respect of which the claim is made , or at the election of the repair of replacement of such commodity .

16．仲裁：

arbitration:

本合同受中華人民共和國的法律管轄，並按其進行解釋。一切因合同引起的或與合同有關的爭議，如果可能，應通過友好協商解決。如果協商不能解決，任何一方都可以提出仲裁。仲裁地點爲______________。仲裁在________仲裁委員會進行，並適用它的仲裁規則。仲裁裁決是終局的，對雙方均有約束力。除仲裁另有裁定外，仲裁費用由敗訴方負擔。

this contract shall be governed by and construed in accordance with the law of the people ’s republic of china . all disputes arising from or in connection with this contract shall if possible be settled amicably through friendly negotiation . in case no settlement can be reached thereby the dispute may if either party so requires be resolved by the arbitration shall be ______________________ arbitration shall take place in the ______________ arbitration commission and its arbitral rules shall be applicable award shall be final and binding upon both parties . the arbitration fees ,unless otherwise awarded ,shall be borne by the losing party.

賣方和授權的高級職員或代表於上述日期簽訂本合同，特此爲證。

in witness whereof the seller and the buyer have caused this contract to be executed by their duly authorized officers or representatives as of the day and year first above written.

出賣人：__________ 買受人：___________

seller：__________ buyer：___________

英文合同 篇3

Contract

Vendee：

[ Myself]【Legal representative】 Name：

【ID card】【 Passport】 【Business license registration number】【 】Address：Zip code： Telephone：

【Entrusted agent】【 】Name： Nationality: Address：Zip code： Telephone：

According to the《People's Republic of China Law of contract》, 《People's

Republic of China City Real estate Control law》 and other relevant laws

and regulations，The vendee and seller should be base on the equality,

voluntarily, Consults unanimously foundation to reach the following

agreements about buy and sell the commodity apartments 。

Article 1Project construction basis 【contract number for granting of land-use right 】【document number for

allowing and authorizing of land-use right】【document number for transferring

and authorizing of land-use right】This land area is age is limited from to By approving of seller, construct the commercial residential houses in the

above land parcel, 【present name】,【 temporary name 】

, the builder’s permit

licence number is

Article 2Residential basis.

The residential is 【completed apartment】【the selling apartment in

advance】,the total

total area is ,the buyer has already Purchased

of presale fund specified account is ,

.

Article 3 fundamental state of vendee’s commercial residential building.

vendee’s commercial residential building(hereinafter referred to as the

commercial building, the house plan is specified in appendix 1 to the contract,

room number is bases on the appendix 1 details )which stipulated in the first

article of the contract is:

【tents】（）specific house number is

unitlayer】Commercial building’s use which is approved by planning department is

_㎡，there are ㎡，__㎡.

The balcony of this apartment is [sealed] or [not sealed].

as [stipulated on contract]

or [property registration]. The Usable Area ㎡, with Public area to be

( refer to the attachment2 for Public area to be shared

construction explanation )

Article 4 Valuation Mode & price /㎡According to the Usable area, the unit price of this apartment /㎡According to the Usable area, the unit price of this apartment /㎡should subject to the related regulation of [opinions on the

strengthening of commercial residential building presale capital supervision,

and issue the [commercial residential building presale receipts notification]

from Yantai residential administration bureau. The buyer transfer the capital to

the designated bank directly, the seller cannot get the presale capital directly.

5.

Article 5 Area confirmation& difference treatment

According to the valuation mode which interested parties choosed, this article

stipulates the area confirmation&difference treatment according to [building

area][usable area]( hereinafter called area for short).

This article does not apply to the interested parties which charge the apartment

by set.

The property registration area will be subject to the surveying and drawing

report issued by qualified mapping unit designated by residential

administration dept.

For any differences in contracted area& registration area, the registration area

will be taken as the standard.

After the apartment is transferred to the buyer, for any differences in contracted

area& registration area, which was not stipulated in the contract, both parties

will agree to manage according to the following principle: charge as per actual

area, Return the overcharge and demand payment of the shortage on the

prepaid capital.

the absolute value difference is within 3%( include 3%), the charge will be

according to actual amount.

the absolute value difference is exceeds 3%( include 3%), the buyer has

rights to cancel the order.

For the buyer who cancel the order, the seller must return the money to buyer

within 30days after buyer make the order cancel application, and pay the

For the buyer who will not cancel the order, if the registration areas is within

3%(including 3%) bigger than contracted area, the exceeded amount shoud be

supplemented by the buyer; for the case which is more than 3%, the exceeded

amount should be born by the seller, the property rights belongs to the buyer. If

the registration areas is smaller than contracted area, the area ratio is within

3%((including 3%), the exceeded amount must be returned to the buyer; the

amount which are more than 3%

must be doubled and return to the buyer. This

article is not applicable.

Area tolerance ratio=( registration areas- contracted area)/ contracted

areaX100%. This article is not applicable.

The difference caused by the design modification, which both parties does not

terminate the contract, buyer and seller should sign complementary agreement

of contract.

Article6 payment& deadline

nd1. Full Payment

2. installment payment

rs

Article7 the Breach of contract responsibility for overdue payment

If the buyer cannot effect the payment in the stipulated time, he or she will be

ndnd due payment date to the

actual payment date, the buyer should pay to the fine

according to the overdue date, the contract will continue to be performed.

2) If the overdue date is exceeds__days, the buyer has the rights to terminate

the contract. If so, the buyer should pay to the fine

according to the overdue date, the contract will continue to be performed, from

the 2nd due payment date to the actual payment date, the buyer should pay to

to the overdue date.

The overdue payment in this article refers to the balance between 6th article

due payment and acutal effected payment; for installment payment, it should

be decided by the balance between due istallment and actual payment.

Article8 handover deadline

According to the state’s and local government regulations, the seller should handover the commercial residential building, which possess the below 1

1. this commercial residential building is inspected to be qualified.

2. this commercial residential building is comprehensively inspected to be qualified.

3. this commercial residential building is installment inspected to be qualified.

4. this commercial residential building obtained the approval documents of commercial residential handover for usage.

But in case of the following exceptional reasons, except for both parties agree the termination or alternation of contract, the seller can prolong the deadline as per actual fact.

1. encountered with majeure, and seller informed the buyer within 30 days after the majeure occurs;

2. the seller caused the project cannot be finished on time because of non-controllable reasons.

3. If the delay is because of the above cases, this article is also applicable.

Article9 responsibility of delay in handover apartment

Except for the special cases stipulated in article8, if the seller cannot handover the apartment to buyer in the stipulated schedule in this contract, the buyer should be treated in the following 1st&2nd mode:

1. According to the overdue time, the seller should be treated separately( not

be accumulated)

1) For overdue date less days, from the 2nd day of deadline

stipulated in article8 to the payment day, the buyer should pay _____% default fine of the already effected payment, this contract will be performed continuously.

2) For overdue date more days, the buyer can terminate the

contract. In this case, the seller should return all the payment within 30days after the date of termination, and pay __2___% default fine of the already effected payment. If the buyer request continuously perform the contract, this contract will be performed continuously. from the 2nd day of deadline stipulated in article8 to the payment day, the rates in 1) )of the already effected payment

英文合同 篇4

contract no.:

the buyers: the sellers:

this contract is made by and between the buyers and the sellers; whereby the buyers agree to buy and the sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter:

(1)name of commodity：

(2) quantity:

(3) unit price:

(4)total value:

(5) packing:

(6) country of origin :

(7) terms of payment:

(8) insurance:

(9) time of shipment:

(10) port of lading:

(11) port of destination:

(12)claims:

within 45 days after the arrival of the goods at the destination, should the quality, specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable, the buyers shall, have the right on the strength of the inspection certificate issued by the c.c.i.c and the relative documents to claim for compensation to the sellers

(13)force majeure :

the sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to force majeure, which might occur during the process of manufacturing or in the course of loading or transit. the sellers shall advise the buyers immediately of the occurrence mentioned above the within fourteen days there after . the sellers shall send by airmail to the buyers for their acceptancea certificate of the accident. under such circumstances the sellers, however, are still under the obligation to take all necessary measures to hasten the deliveryof the goods.

(14)arbitration :

all disputes in connection with the execution of this contract shall be settled friendly through negotiation. in case no settlement can be reached, the case then may be submitted for arbitration to the arbitration commission of the china council for the promotion of international trade in accordance with the provisional rules of procedure promulgated by the said arbitration commission . the arbitration committee shall be final and binding upon both parties. and the arbitration fee shall be borne by the losing parties.

(the buyers) (the sellers)

英文合同 篇5

【】FUND L.P.

AND 【】INC.

SERIES A PREFERRED STOCK FINANCING

___ ___, 20__

This Term Sheet is not a legally binding agreement between the Investors and the Company, except the sections of “Confidentiality”, “Exclusivity” and “Administrative Fee”.

Notwithstanding anything to the contrary, any obligations of the Investors to complete or provide funding for any transaction, whether contemplated herein or otherwise, are subject to the receipt of internal approvals, completion of due diligence to the satisfaction of the Investors in their sole and absolute discretion, and the parties having negotiated, approved, executed and delivered the appropriate definitive agreements. Until execution and delivery of such definitive agreements, the Investors shall have the absolute right to terminate all negotiations for any reason without liability.

Exclusivity

The Company agrees that within forty five (45) days from the date of the signing of this Term Sheet, the Company and its shareholders, board members, employees and their respective relatives or affiliates shall not, directly or indirectly, take any action to solicit or support any inquiry, proposal or offer form, furnish any information to or participate in any negotiations or discussions with, any third party, or enter into any

agreement or arrangement, regarding any equity/debt funding or sale, without the prior written consent of the Investors.

This exclusivity is automatically extended to the period necessary for the Company to satisfy the closing conditions outlined in the Stock Purchase Agreement section of this Term Sheet. Notwithstanding the

foregoing, if neither the Company nor the Investors give written notice of its wish to terminate this Term Sheet at least five days prior to the end of the exclusivity period, the Term Sheet shall remain in full force and effect, and the Company shall continue to negotiate exclusively with the Investors until the Company or the Investors give written notice of termination.

In this Term Sheet,

"$" or "dollar" means United States dollars;

"Ordinary Share Holders" mean the holders of Ordinary Shares;

"Preferred Shares" mean shares of the Series A Preferred Stock; and

"Shareholders" mean holders of Ordinary Shares and Preferred Shares.