Preparation Review of Commercial Agreements RW 04212006
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Lehman Lee & Xu
Preparation And Review Of CommercialAgreements
Presented
By
Richard L. Wageman
Lehman Lee & Xu
Chinese Licensed Law FirmBeijing
China
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Lehman Lee & Xu 2
A Licensed Chinese Law Partnership
Beijing Shanghai Shenzhen Hong Kong
Macau Mongolia Washington
Richard L. Wageman
Email: [email protected] Tel no: (8610) 8532-1919 / Fax no: (8610) 8532-
1999
Website: www.lehmanlaw.com
Lehman Lee & Xu
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Lehman Lee & Xu 3
Lehman, Lee & Xu
Established in 1992
Has extensive experience in Foreign DirectInvestment, Mergers and Acquisitions, CommercialTransactions, Intellectual Property, Litigation,
Franchising, Advertising, Licensing, SoftwareRegistration, Counseling Services.
Responsible for over US $5 billion in FDI since 1992
Granted the 8th private law license in China
Nominated in 2005 as one of the best law firms inChina in IP, Real Estate and voted the Best Tax andTrust Firm in China for 2005
Has a fully licensed Patent and Trademark office asan adjunct to the law firm
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Presenter-Richard L. Wageman
Canadian Licensed Lawyer
Member of the British Columbia, Canada, LawSociety and Canadian Bar Association
Senior foreign lawyer and head of Commercial Law
Section of Lehman Lee & Xu Expertise in foreign direct investment, mergers and
acquisitions, franchising, advertising and commercialtransactions
Presentations to business groups and professionalgroups around the world on China legal issues
Published articles on foreign direct investment andfranchising in China
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What Is A Lawyer?
A person who knows the law and understands howthe law should be applied in a transaction
A professional who is ethical and honest in carry outhis/her professional activities
An advocate for his/her clients position within theboundaries of the law
A member of a profession that is sworn to up hold thelaw of the land but also test the legal limits of the
law as an advocate for clients rights Should also be an advocate for those citizens who
cannot afford legal services-pro bono legal work.
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Lawyers Role In A Commercial Transaction
Counsel the client concerning relevant legal issuesand options related to the transaction
Be an advocate for the client during negotiations withthe opposite party
Provide the client with on going legal advice during atransaction that clearly outlines the benefits and andthe risks
Preparation of agreements that reflect the
commercial transaction Analysis of agreements prepared by the opposite
party to the transaction
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Importance of Good Document Preparation/Review
Forms the basis for nearly all legal and commercialtransactions
Establishes the clients legal rights in a transactions
The document may be the subject of 3th party reviewby courts and arbitration panels
Reflects the lawyers competence and understandingof legal and commercial issues or lack thereof
Poorly drafted documents could result in negligence
claims against the Lawyer who prepared thedocument
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What Are Good Qualities For A Commercial Lawyer
Good understanding of commercial/businesspractices in many business sectors
Understanding of financial statements
Has good people skills that facilitate good relationswith client/opposing counsel
Understands what is the clients goal and businessapproach
Good negotiating skills-deal maker not deal breaker
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What Are Good Qualities For A Commercial Lawyer
Is pro-active rather then re-active when possible
Thinks outside of the box and is not offended bycriticism of his/her ideas
Open to new ideas and approaches
Good writer with logical approach to his/her writing
Last but most important, a good communicator
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Agreement Preparation-What You Must Know
Comprehensive understanding of thetransaction/business sector
Ask questions of your client-do not rely upon theclients overview or understanding
Understand the clients objective and limitations Educate yourself concerning the opposite party and
its professional advisors
Define legal and commercial issues in the transaction
Re-educate yourself on all applicablelaws/regulations
Assess your qualifications and limitations for thetransaction-get help if needed.
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Commercial Agreement Preparation-Overview
Commercial Agreements must:
comply with the requirements of the law
embody the provisions of the negotiatedtransaction
protect the clients interest
Outline the transaction in a logical manner
Clearly and accurately describe the agreementprovisions whereby any 3th party would understandthe arrangement from reading just the agreement
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Commercial Agreement Preparation-Overview
Contain enough detail whereby the agreementprovisions are certain
Prepare agreement to withstand scrutiny in a court oflaw or in an arbitration hearing
Seek assistance if you do not understand an issue orare having difficulty drafting a provision.
Review good precedent agreements but use only asa guide/resource
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Commercial Agreement Preparation-Overview
Establish a time line for document preparation thatgives you time to prepare/consider several drafts ofthe agreement
Review draft agreement with client to insure client
understanding and accuracy of terms Have an associate in your office review agreement
and offer suggestions
Be open minded to criticism of document by client
and opposite party/opposite partys legal counsel Learn from each transaction
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Commercial Agreement Structure-General
Agreement title and date
Index of document sections
Legal name and address of parties
Preamble: Briefly describes in several shortparagraphs the nature of the transaction to becovered by agreement
Consideration section
Definition section
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Commercial Agreement Structure-General
Grant/acceptance section
Financial arrangement section
Term of agreement section
Conditions section Representations, Warranties and Covenants section
Default section
Enforcement section
Termination section
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Commercial Agreement Structure-General
Notice section
Governing law-jurisdiction section
Dispute resolution section
Registration of agreement section Force Majeure section
Assignment/assumption section
Encumbrance section
Postponement and subordination section
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Commercial Agreement Structure-General
Best efforts section
Indemnification section
Compliance with laws section
Interpretation of agreement section Waiver section
Extension of time section
Counterpart signing section
Whole agreement section
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Commercial Agreement Structure-General
Miscellaneous provisions section
Successors and assigns section
Schedules reference section
Execution of agreement section Schedules attached-referenced
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General Form of Commercial Document Review
Review Example Of Form
Of Commercial Agreement
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General Form of Commercial Document Review
THIS AGREEMENT is made as of this __ day of____ in ____, China,
by and between:
Transferee: (the name of the Transferee)(hereinafter referred to as
"Transferee")
Legal Address: ______________________________________
Postal Code: ____
Transferor: (the name of the Transferor)(hereinafter referred to as
Transferor)
Legal Address:_______________________________________
Postal Code: _____
The Transferor and the Transferee are hereinafter referred to as the
"Parties" collectively, and as "Party" singularly.
Etc.
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General Form of Commercial Document Review
WHEREAS,
A. The Transferee is a Chinese-foreign joint venturewhich produces and sells high-quality, high-efficiency ______and related products ("Products") and intends to acquire the
Transferors (business and) assets. B. The Transferor is mainly engaged in ____ and
related service and is willing to transfer all of its major assetsrequired for conducting its business to the Transferee.
Now, therefore, the Parties, after consultation and on the basis of
equality and willingness, agree to the following in connection withtransfer of the assets from the Transferor to the Transferee at thefollowing terms and conditions:
Etc.
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General Form of Commercial Document Review
1. Transfer of the Assets
1.1 In accordance with the terms and conditions of this Agreementownership and title to the assets (Assets ) as listed in Annex A shall belegally transferred to the Transferee or a party nominated by the
Transferee upon its first written notice. The Assets comprise all assetsowned by the Transferor for carrying out its production and operationactivities including but not limited to equipment and machinery,vehicles, office furniture and equipment, tools, fixtures and facilities.
1.2 The Assets shall also include all technical documents in
relation to the Assets including but not limited to operation manuals,records for operation, maintenance and repair.
Etc.
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General Form of Commercial Document Review
2. Value of the Assets
2.1 The Parties acknowledge that the book value of the Assets atthe date of signing this Agreement shall total RMB _________ (inwords ____________).
2.2 The Parties assume that no taxes, fees or other charges areor will become due on the transfer of the Assets. If, however, suchtaxes, fees or other charges are or will become due they will beborne by the Transferor. If the Transferee or its nominated party is
required to pay such taxes, fees or charges up front, the Transferorshall refund such taxes, fees or charges actually paid by theTransferee against presentation of an original invoice.
Etc.
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General Form of Commercial Document Review
3. Take over and Lease of Assets
The Transferor shall hand over the possession of the Assets to theTransferee or its nominated party on the date specified inTransferees written notice unless the Parties agree otherwise.
Representatives of both parties shall sign a take-over protocol.
Etc.
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General Form of Commercial Document Review
4. Warranty
The Transferor warrants and represents toward the Transferee thefollowing on the date of signing this Agreement:
4.1 The Transferor owns the good and marketable title of theAssets completely and legally and is entitled to transfer the Assetsto the Transferee at the terms and conditions hereunder.
4.2 The Assets are free and clear of any encumbrance, mortgage,
pledge and/or third partys rights.
Etc.
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General Form of Commercial Document Review
5. Representations and Warranties of the Vendor and the Principal
The obligations of the Principal are joint and several with theVendor. Alternatively, the Principals obligations could be contained ina guarantee agreement to be delivered at Closing. In such case,representations of the Guarantor should be included therein including
its due incorporation and corporate power and authority to deliver theGuarantee Agreement and any other representations and warrantiesdeemed to be appropriate.
If acting for the Vendor, many of these representations and warrantiesshould be qualified by materiability and best-of-knowledge
qualifications. If the Vendors counsel insists on a materiabilityqualification, that qualification should be restricted to relate to specificfactual representations, as opposed to having the Vendor responsiblefor only material liabilities. Also consider adding after due inquiry oncertain representations if acting for the Vendor.
Etc.
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General Form of Commercial Document Review
6. Obligations of the Transferor
6.1 After signing of this Agreement the Transferor undertakes topossess, manage, use and maintain the Assets in an adequate andproper manner at its own costs. The value of the Assets as of the
date of signing of this Agreement shall be maintained except fornormal tear and wear. The Transferor shall be responsible for anyand all losses, damages, costs and claims caused by any improperuse, maintenance and management of the Assets.
6.2 The Transferor shall not lease, mortgage, pledge, transfer orotherwise dispose of the Assets to any third party
Etc.
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General Form of Commercial Document Review
7. Liability for Breach of Contract
In the case that the Transferor fails to fulfil any of its obligationshereunder or any of its undertaking is found to be false, theTransferor shall be fully liable for any and all damages and
economic losses suffered by the Transferee due to such breach.
Etc.
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General Form of Commercial Document Review
8. Force Majeure
If one of the Parties is prevented from performing any of its obligationsunder this Agreement due to an event of force majeure, the time forperforming the obligations under this Agreement specifically preventedfrom performance by such event of force majeure shall be extended by aperiod equal to the period of delay caused by such event of force
majeure. The party claiming inability to perform the obligations due tothe event of force majeure shall take appropriate measures to minimizeor remove the effects of the event of force majeure and, within theshortest possible time, do its best to resume performance of theobligations affected by the event of force majeure. If an event of forcemajeure occurs, neither party shall be liable for any damage, increasedcost or loss which the otherParty may sustain by reason of such failureor delay of performance, and such failure or delay shall not be deemed a
breach of this Agreement. All other obligations under this Agreementand the time for performance thereof shall not be affected thereby.
Etc.
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General Form of Commercial Document Review
9. Assignment
At any time of the term of this Agreement, neither party shall assignany of its rights and obligations under this Agreement to any thirdparty without the prior written consent of the other Party
Etc.
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General Form of Commercial Document Review
10. Governing Law
This Agreement shall be governed by, and construed inaccordance with, the laws of the People's Republic of China.
Etc.
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General Form of Commercial Document Review
11. Settlement of Disputes 11.1 Any dispute arising from or in connection with the implementation of this
Agreement shall be settled by the Parties through friendly consultation. Suchconsultation shall begin immediately after one party has sent a written requestfor such consultation to the other Party. If the dispute can not be settled withinninety (90) days after the delivery of such notice, then Paragraph 2 of this
Article shall apply.
11.2 If the Parties cannot settle the dispute through consultation asmentioned above, either Party may submit the dispute to ______ ArbitrationCommittee for arbitration in accordance with its rules and regulations. Thearbitration proceedings shall be conducted in the Chinese language. Thearbitration award shall be final and binding on both Parties. The arbitrationcost, including reasonable legal counsel fees, shall be borne by the losingparty.
11.3 During the period when a dispute is being resolved, the Parties shall inall other respects continue their implementation of this Agreement other thanthe matter(s) in dispute.
Etc.
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General Form of Commercial Document Review
12. Notices
Notices or other communications required to be given by one of theParties pursuant to this Agreement shall be written in Chinese andmay be delivered personally, sent by registered airmail (postage
prepaid), by a recognized courier service or by facsimiletransmission to the address of the other Party set forth below. Thedates on which such notices shall be deemed to have beeneffectively given shall be determined as follows:
Notices given by personal delivery shall be deemed effectivelygiven on the date of personal delivery;
Etc.
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General Form of Commercial Document Review
13. Waiver of Rights
Unless otherwise provided for, failure or delay on the part of anyparty to exercise any right, power or privilege under this Agreementshall not operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude further exercisethereof or exercise of any other right, power or privilege. Anywaiver by one of the Parties at any time of a breach of any term orprovision of this Agreement by the other Party shall not beconstrued as a waiver by such party of any subsequent breach, itsrights under such provision, or any of its other rights hereunder.
Etc.
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General Form of Commercial Document Review
14. Entire Agreement
All the appendices to this Agreement shall be an integral part of thisAgreement. This Agreement and all its appendices shall constitutethe entire agreement with respect to the subject matter set forth
herein and supersede any and all previous oral and writtendiscussions, negotiations, notices, memoranda, documents,agreements, contracts and communications relating to such subjectmatter. The headings to the articles are for ease of reference onlyand shall have no legal effect.
Etc.
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General Form of Commercial Document Review
15. Severability of the Agreement
If any one or more of the provisions contained in this Agreement orany document executed in connection herewith shall be invalid,illegal, or unenforceable in any respect under any applicable law, (i)
the validity, legality and enforceability of the remaining provisionscontained herein or therein shall not in any way be affected orimpaired and shall remain in full force and effect; and (ii) the invalid,illegal or unenforceable provision shall be replaced by a valid, legaland enforceable provision that comes closest to expressing the trueintent of such invalid, illegal or unenforceable provision.
Etc.
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General Form of Commercial Document Review
16. Counterparts
This Agreement is executed in Chinese in four (4) counterparts,and each party shall hold two (2) copies. This Agreement may betranslated into other languages. If there is any conflict between a
version in any other language and the Chinese version, theChinese version shall prevail.
Etc.
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General Form of Commercial Document Review
17. Effectiveness
This Agreement shall take effect from the date of the execution bythe authorized representatives of the Parties.
Etc.
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General Form of Commercial Document Review
IN WITNESS WHEREOF, The Parties hereto have caused thisAgreement to be executed by their duly authorized representativesas of the date first above written.
Name of the Transferee
Authorized Representative:__________________
Signature: _______________________________
Name of the Transferor
Authorized Representative:__________________
Signature:________________________________
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Commercial Agreement Drafting Practice Points
Encourage your client to first negotiate a non-bindingletter of intent that defines basic provisions
Prepare an outline of the agreement you will draftbefore you commence preparation of the agreement
Use plain language rather then legalize terms ifpossible
Provide enough detail to avoid misunderstandingsbut keep the sentence structure as simple as
possible
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Commercial Agreement Drafting Practice Points
Double/triple check the grammatical structure and thespelling of the drafted provisions
Prepare agreement in draft form-consider, thenprepare a section draft to submit to client for review
to ensure accuracy of commercial terms Explain agreement provisions to client/consider client
comments then prepare a 3th draft that will be sent tothe opposite party
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Types Of Commercial Agreements
Agency and Distribution
Computer and Software
Domestic investment
Engineering/Architectural/Procurement/Construction
Mergers/Acquisitions
Real Property and Leases
Trade and Manufacture
Credit and Finance
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Types Of Commercial Agreements
Employment
Foreign Direct Investment
Intellectual Property
Outsourcing and Services
Sale of Goods
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Document Review and Analysis Overview
Start from the premise that every document can beimproved no matter who prepared the document
Review the agreement for the following:
Provisions reflect the agreed upon arrangement
The agreement provisions are in compliance withthe law of China
The commercial terms are accurate
Does the drafted provisions enhance your clients
position or do they hurt your clients position
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Document Review and Analysis Overview
Do not presume that the provision as drafted is inyour clients best interests-analyze each provision
Do not presume that your client will understand thelegal provisions and even the commercial terms as
drafted by the opposite partys counsel Clearly set out in writing to your client your
opinions/comments concerning the agreementsubmitted to you by the opposite party/its counsel
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Document Review and Analysis Overview
Do not be intimidated by the reputation of theopposing party or its legal counsel
Never presume that the opposite partys legalcounsels position is correct concerning the legal or
commercial interpretation of a provision in theagreement
Make sure the client understands the risk of eitheraccepting an opposite parties proposed provisions or
rejecting such provisions
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Document Review and Analysis Overview
Do not just tell the client what it wants to hear but tellthe client what it needs to hear
You normally only get one opportunity to deal with adraft provision so you need to address all concerns in
your first review to the client Define what are core terms that should not be
changed and those terms that are subject tonegotiation
Do not be afraid to advise the client that the proposedagreement as drafted is not in its best interest.
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Document Review and Analysis Overview
Insist that the opposite party have legal counsel.
If the opposite party will not engage its own counselyou must do the following:
Have the opposite party acknowledge in writing
that you do not act for it, that you have notprovided any legal advice to it concerning theagreement and that you recommended it obtainindependent legal advice prior to finalizing/signing
the agreement The opposite party must not sign the agreement in
your office or in the presence of your client/you
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Commercial Agreement Analysis-Example
Review Example Of Commercial Agreement Analysis
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Commercial Agreement Analysis-Example
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Closing Thought
A Business Lawyer Must Always Strive To Be BetterWhen He/She Prepares and Analyzes Documents As
Such Documents Are A Reflection Of YourCompetency And Reputation
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Thank You
Subscribe to LEHMAN, LEE & XU Newslettersat
www.lehmanlaw.com
10-2 Liangmaqiao Diplomatic CompoundNo.22 Dongfang East Road Chaoyang District
Beijing 100600 ChinaTel: (86)(10) 8532-1919
Fax: (86)(10) 8532-1999