p003 054 人文自然科学 第130号 5（大崎先生）

1 130 .. 1 . 1 . 2 .. 2 . 1 . 2 shall, may, will, can, must, should .. : Joint Venture agreement . 1 . 1 .. agreement contract covenant deed .. a memorandum ; note .. minutes ; minutes of meeting . letter of intent . Memorandum memorandum of agree- ment memorandum of understanding .. This agreement remains subject to the approval of the board of directors of ABC Co., Inc. ABC . b agreement .. agreement enforceable by law 2 201 UCC 1 201.. agreement .. contract 1 offer . acceptance agreement consider- ation contract agreement contract .. c contract . 2 201 12 UCC 1 201 12 contract .. agreement . contract Contract contract . consideration . consideration . deed .. give and take give and give take and take contract gift deed . contract gift contract 1,000.

2 1 100 contract .. 130 .. electronic agents UCC 2 20 . statute of frauds . 2 201 1 UCC. 2 201 1 . ,000 .. doctrine of vagueness .. parol evidence rule .. Entire agreement This agreement constitutes the entire and only agreement between the parties hereto relat- ing to the subject matter of this agreement and no modification, change or amendment of this agreement shall be binding upon the parties except by mutual express consent in writing on a subsequent date signed by authorized officer or representative of each of the parties hereto.. parties hereto parties to this agreement . d covenant .. contract deed . Black's Law Dictionary th ed.. Covenant . A formal agreement or promise usually in a contract or deed, to do or not to do particular act.. e deed ; specialty.

3 Escrow .. sign . seal deliver .. UCC 2 20 .. escrow .. deed Escrow L/C .. f deed indented ; indenture . Dent tooth ; teeth to indent . 2 . 1 .. 2 .. Sales of Goods agreement . Distributorship agreement . Sales Agency agreement . Technical Collaboration agreement . Joint Venture agreement . Construction agreement .. 130 . Service agreement : . M&A Merger and Acquisition agreement . Employment agreement . Lease agreement . agreement contract compatible . 3 . a b . c d e .. a title . agreement , Contract Li- cense agreement , Service Contract , Trust Deed . b premises .. c whereas clause etc.. 2 . whereas clause .. WITNESSETH . witness witnesses . Whereas since, because, while, as . Recital Preamble . consideration clause . in consideration of .. a b c.

4 LICENSE agreement . agreement , made on this day of , 20xx, by and between EFG Co., Ltd. here- inafter called Licensor . , a corporation organized and existing under the laws of Japan and having its principal office at , Tokyo, Japan and JKL Co., Inc. hereinafter called Licen- sor , a corporation duly organized and existing under the law of the State of Delaware, USA.. and having its principal office at , New York, NY, USA. WITNESSETH : WHEREAS Licensor possess certain technology relating to the engine of hybrid car ;. WHEREAS Licensee desires to obtain, and Licensor is willing to grant such license on the terms and conditions hereinafter set forth ;. NOW, THEREFORE, in consideration of the premises, and of their mutual promises, covenants and undertakes, the parties hereto have agreed and do hereby agree as follows : d operative part.

5 Definitions . Force Majeure . Confidentiality . Entire agreement . Assignment . Effects of Termination . Governing Law : Applicable Law . Jurisdiction . Severability . Settlement of Disputes . Notice . Heading . Term and Termination .. Sales agreement . Capacity . Quality . Quantity . Price . Inspection .. 130 . Shipment . Payment . Product Liability . Inspection . Trade Term . Marine Insurance . Packing and Marking . Patent and Trademark . Distributorship agreement . Appointment . Agent s Activities . Purchase of Products . Competitive Products . No Agency . Sales Promotion . Industrial Property Rights . Warranties and Representations . Sales Agency agreement . Appointment . Orders . Territory . Covering Products . Sales Report . Commission . Technical Collaboration agreement .

6 Scope of License . Disclosure . Technical Assistance . Payment of Royalty . No Refund . Disclosure of Development . Supply of Component Parts and Raw Materials . Obtaining Authorization . Records and Audit .. Joint Venture agreement . Establishment . Management . Financing . Transfer of Stocks . No Competition . Confidentiality agreement . Prohibition for Disclosure and Other Use . Exceptions . Scope of Confidential Information . Ownership . Independent Developments . Return . e .. In Witness Whereof . Whereof of which which .. In Witness Whereof, the parties hereto have executed this agreement as of the day and year first above written. EFG Co., Ltd. JKL Co., Inc. By By Name : Masahiro Fukuyama Name : Richard Anderson Title : President Title : President 2.

7 1 . contract agree- 10 . 130 . ment compatible .. to write a contract . to execute a contract execution of a contract To execute .. to make effectively in law by having it signed, witnessed, sealed and delivered .. to conclude close a contract conclusion of a contract to enter into a contract to make a contract to sign up a contract to hold a contract . to come go into effect force . to become effective to take effect This agency agreement shall come into effect as of January 1, 20xx. 20xx 1 1 .. to supersede This contract shall supersede all previous contracts and agreements.. to carry out a contract carrying-out of a contract to fulfill a contract fulfillment of a contract to perform a contract performance of a contract . to terminate a contract termination of a contract to expire a contract expiry of a contract To terminate.

8 11 .. To expire .. to cancel a contract cancellation of a contract to break off a contract breaking-off of a contract to rescind a contract rescission of a contract . to break a contract breach of a contract to breach a contract breaching of a contract Breach . to violate a contract violation of a contract . to renew a contract renewal of a contract 2 shall, may, will, can, must, should .. shall shall . enforceable by law . must must shall .. shall not .. may .. can may not . shall shall not . may to have the right to . will shall . shall will . shall . memorandum letter of intend shall will . 12 . 130 . will . will . can Members may . can cunnan . can to know k nnen can .. must shall . Members must Must shall . shall must .. should . shall must should.

9 Shall must should Schuld .. and or . And . A and B, and C and D A B C. D 2 A . B C D . Or . A or B, or C or D A B . C D . : . Gary Blake and Robert W. Bly, The Ele- ments of Business Writing .. ; . 1 . We went to three cities last week : Los Angeles, California ; Denver, Colorado ; and Chi- cago, Illinois. 13 .. 2 1 . We hired three new managers : Mary Heyward, manager of training ; Barbara Arm- strong, manager of human resources ; and Susanna Mackintosh, manager of correspon- dence.. Hundreds of tests are conducted to determine product safety ; none prevents accidents altogether.. 2 .. I will be indeed in Tokyo on May ; however, I will be unable to attend the meeting.. 2 12 1 UCC 2 12 1 . warranty . conspicuous . 3 . arbitration .. arbitrator . award.

10 Arm's-length .. Transactions between A and B shall be bona fide arm's-length transactions. A B .. At arm s length . as is . as it is it . 14 . 130 .. as per . as per As per . according to , as you see in . as the case may be . Extra board meetings shall be held as the case may be.. at one s discretion . at one s option Option .. at the cost of . at the expense of, at the risk of Risk .. to bear . The agents shall bear the cost of transportation for themselves.. to bear .. best efforts ; best endeavor . The licensee shall devote its best efforts to make, sell and distribute the Products.. every reasonable effort . commission or omission . commission .. Omission .. condition precedent .. 15 .. condition subsequent .. to cooperate .. co- together operate.