01

Considerations when entering into a contract

1. Changes in the economic situation have caused some enterprises to fail to perform their contracts normally, and a few companies will use the lack of contract procedures between companies to avoid liability for breach of contract. A complete written contract is very important to ensure the safety of the transaction and to maintain a long-term relationship with the customer. It is recommended that you sign as many written contracts as possible with the customer, and keep the contents of the multiple contracts completely consistent and properly preserved.

2. Affected by the changes in the economic situation, the two parties change the contract content during the contract execution process, including the quantity, price, delivery, payment period, etc., but in order to avoid disputes, it is recommended that you properly keep the specific content of the contract between the two parties. Proof of the following information: invoices, delivery vouchers, remittance vouchers, acceptance records, e-mails, faxes, letters, etc. related to the contract signing and performance.

3. It is recommended that you improve the system for the storage and use of official seals to prevent acts that might seriously endanger the interests of the enterprise, such as theft and cover. When signing a multi-page contract, affix a seam seal and sign the seal next to the last line of the contract to prevent a small number of customers who lack business ethics from changing the content of the contract and infringing your rights and interests by changing the page and adding.

4. Enterprise business personnel require authorization when signing external contracts. It is recommended that you enumerate the scope of authorization in the relevant introduction letter, power of attorney, contract and other documents as clearly as possible to avoid unnecessary disputes. After the business is completed, it is recommended that you retrieve the unused letter of introduction, power of attorney, contract and other documents as soon as possible.

5. After the business staff of your company leaves your business, it is recommended that you send a written notice to the customer in charge of the business staff to inform the customer of the departure of the business staff while going through the handover procedures with them.

6. If you think that the customer has committed fraud or coercion in the process of signing the contract with you, or you later found that the contract content was significantly misunderstood when you signed the contract, or if you think the contract rights and obligations are obviously unfair, you can ask the court Cancel the contract. But be sure to exercise the right of cancellation within one year from the date of knowing or should know the reason for cancellation, otherwise you will lose the right to request the court to cancel the contract. Of course, whether your request within the time limit for the exercise of the right of revocation can be supported by the court will also depend on whether the evidence you provide is sufficient.

7. When you sign the contract, you may require the other party to pay a deposit in order to ensure the performance of the contract. Since the "deposit" has a specific legal meaning, please be sure to indicate the word "deposit". If you use the words "deposit", "margin" and so on, and the contract does not clearly state that the other party will not be refunded once the breach of the contract, and the content will be doubled once the party breaches the contract, the court will not be able to treat it as a deposit.

8. If your business requires a guarantee from the other party, when signing a guarantee contract with the relevant customer, please be sure to express the clear meaning of the guarantee provided by the guarantor for the performance of the debt, and avoid using the other party to "responsible for settlement" and "responsible for coordination" If the meaning is ambiguous, the court will not be able to determine that the guarantee contract is established.

9. You may also provide guarantees to others for business needs. Whether you are a creditor or a guarantor, it is recommended that you indicate the start and end of the guarantee period when signing the guarantee contract. If the warranty period agreed between you and the other party is longer than two years, the law will treat the warranty period as two years. If there is no clear agreement, the law will regard the guarantee period as the main debt fulfillment period six months from the expiration date. Although the choice of "joint warranty" or "general warranty" depends on the negotiation between you and the customer, the warranty contract must include the words "joint warranty" or "general warranty". If there is no clear agreement, the court will consider it as a joint and several liability guarantee.

10. If you are a creditor and the debts guaranteed by the "general guarantee" guarantee contract have not been repaid after maturity, be sure to file a lawsuit or arbitration against the debtor and the guarantor within the guarantee period. If the debt guaranteed by the guarantee contract with the "joint guarantee" method is not repaid after the maturity, please be sure to clearly request the guarantor to perform the guarantee obligations immediately in a valid and provable manner during the guarantee period. If you do not exercise your rights during the guarantee period, the guarantor will be exempt from the guarantee responsibility for you.

11. If your business requires a mortgage guarantee from the other party, it is recommended that you sign up for the registration procedure with your client at the relevant registration authority as soon as you sign the mortgage contract. Only a mortgage contract without going through the registration procedures may make your rights and interests lost. Unnecessary delays and delays may make your rights inferior to other companies that have registered before you. If your client delays and refuses to assist you with the mortgage registration after signing the mortgage contract, we suggest that you file a lawsuit with the court as soon as possible and ask the court to help you with the mandatory registration.

12. If your business requires a pledge guarantee from the other party, it is recommended that you immediately go through the procedures for handing over the pledged collateral or proof of rights with your client when signing the contract. If you only sign a pledge contract without actually possessing the pledge, the court will not be able to protect your request to realize the pledge right.

02

Matters needing attention in contract performance

13. A contract concluded between an enterprise and a client is a valid contract protected by law if there are no violations of the mandatory provisions of laws, administrative regulations, or damage to the public interest of the society. Both parties are obliged to strictly abide by the agreement and fully perform the contract. Whether it is the change of the name of the unit, the change of the company's equity, or the change of the legal representative, responsible person, or manager, it cannot be a reason for not performing the contract. This is also an important guarantee for maintaining the business reputation of you and the enterprise.

14. Changes in the economic situation often lead to drastic fluctuations in the prices of goods in the market. It is recommended that you do not easily choose to actively breach the contract, terminate the contract, or file a lawsuit to resolve. Equal consultation with your customers and finding a solution acceptable to both parties are more conducive to reducing losses. Even in the litigation process, accepting the mediation under the auspices of the court will be more conducive to the protection of corporate interests. It is not in your best interest not to actively seek reconciliation and wait for a decision.

15. When you are determining the payment method, regardless of whether you are the payer or the payee, in addition to transactions with small amounts, please try to settle through the bank, cash settlement may bring you unnecessary trouble.

16. The purchase of goods is a daily business operated by the enterprise. Please pay attention to check and accept the goods in a timely manner. If you find that the goods do not meet the contract, you must clearly express objections to the other party in writing as soon as possible within the legal provisions or the contract. Unnecessary delays may cause you to lose your claim.

17. During the negotiation and performance of the contract, you often inevitably come into contact with the business information or even the trade secrets of the trading partners. Please do not disclose or use this information after the negotiation, performance of the contract and even after the performance is completed. responsibility.

18. During the performance of the contract, if you have definite evidence that the other party ’s business condition has deteriorated badly, transferred property or withdrawn funds to evade debt, lost business reputation, or lost or may lose other capacity to perform debt, you can notify The other party suspends the performance of the obligations that you should perform in accordance with the contract and waits for the other party to provide appropriate guarantees. After the suspension of performance, if the other party does not restore the performance capacity within a reasonable period and does not provide appropriate guarantees, you may terminate the contract.

19. Once your client informs you to cancel the contract and you have an objection to it, if the contract stipulates the time limit for the objection, you must submit it to the other party in writing within the agreed time limit. If you file an objection and file a lawsuit with the court after the agreed period expires, the court will not be able to support it; if there is no objection period specified in the contract, you must file a lawsuit with the court within three months from the date of arrival of the notice of termination of the contract, otherwise the court will Cannot support your objection to the termination of the contract.

20. If your customer breaches the contract, no matter what the reason is, you should take timely measures to prevent the loss from expanding, and the resulting reasonable costs will be borne by the defaulting party. If you treat negatively and allow the loss to expand, the court cannot protect the extended loss.

21. The customer's arrears of payment often occur during the business process of the enterprise. Please pay attention to the provisions of the law on the limitation of litigation. The limitation period of the lawsuit for the protection of civil rights to the court is generally three years. You may also be unwilling to take fierce measures such as litigation and arbitration within two years due to factors such as maintaining relationships with customers. In order to protect your rights from loss due to the passage of time, you can send it to the other party before the expiration of the statute of limitations Letters or data messages, etc., can prove that you claim your rights in an effective way. There must be something in your letter that prompts you to pay the arrears as soon as possible.

03

Matters needing attention in corporate governance

22. The authenticity and sufficiency of the company's registered capital is not only conducive to protecting the interests of your customers, but also closely related to the vital interests of the company and shareholders. If the registered capital of the enterprise is false, or if it is withdrawn during the course of business, the shareholders of the enterprise will lose the protection of the limited liability system and may be involved in the lawsuit brought by the creditors.

23. When you jointly invest in establishing an enterprise with others, please be sure to pay attention to whether your partners have fulfilled their investment obligations. This is not only related to the interests of the company you are investing in, but also to your immediate interests. If your partner does not fulfill its investment obligations, in the case of external liabilities of the enterprise, you may have to bear the responsibility of the creditor of your partner ’s fault, although you can recover from your partner after you assume external responsibility, but This will undoubtedly increase your risk.

24. The registration procedures when setting up a company are complicated. Please be sure to personally sign the company's articles of association and other legal documents. Otherwise, in the event of a dispute, the signature of others will cause you great trouble and may even cause unexpected factors for the company's equity ownership.

25. Although anonymous investment is not completely prohibited by law, it involves a large legal risk. The law requires very strict requirements for the qualification of shareholders of anonymous investors. It is recommended that you do not choose to jointly establish a company with others in an anonymous manner.

26. If you buy company equity from others, please be sure to go through the business registration change procedure as soon as possible after the acquisition contract comes into effect, otherwise you will face the risk of not being able to truly acquire equity.

27. The company's articles of association are one of the company's most important legal documents. They are binding on the company, shareholders, directors, supervisors, and senior managers. Once a dispute arises, it will become the main basis for the court to judge the rights and obligations of all parties. It is recommended that you must carefully measure and sign carefully when participating in the formulation of the company's articles of association.

28. The company's controlling shareholders, directors, supervisors, and senior managers have the obligation of loyalty and diligence to the company. Please be sure to abide by the provisions of the company law and other laws and regulations. Violation of these regulations may result in liability for damages to the enterprise.

29. Under the changing economic environment, all shareholders need to work together and make concerted efforts. The small and medium shareholders are the investors of the company as well as the controlling shareholders. Please be kind to the small and medium shareholders, respect their participation rights and voting rights, protect their right to know, and protect their rights to profit distribution and other shareholders.

30. It is normal for the company's investors to have differences. It is recommended that you follow the procedures stipulated in the company's articles of association to resolve disputes. Before convening a shareholders' meeting, please be sure to notify shareholders according to the time limit, method and content stipulated in the company's articles of association. If you fail to properly perform the notification obligation, the resulting shareholders' meeting and the board of directors' resolution may be cancelled by the court.

30. It is recommended that you use more consultation methods to resolve differences within the company. Internal disputes in the company are likely to lead to a deadlock in corporate governance, which may not only involve the company and shareholders in litigation, consume the company's manpower and material resources, and may lead to the company's dissolution in extreme cases.

31. A limited liability company established by an enterprise may need to close its business due to various factors. Please be sure to pay investors' liquidation obligations on time. If the neglect of performance of the liquidation obligations leads to the devaluation, loss, damage of the company ’s assets, or the loss of the company ’s books, important documents, etc., the shareholders will face the risk of directly assuming the entire debt of the subsidiary.

04

Matters needing attention in labor

32. Under the changing economic environment, it is normal for enterprises to encounter some difficulties in production and operation. It is recommended that you do not easily make large-scale layoffs, which can not only prevent the legal risks caused by more layoffs, avoid hurting the sense of belonging of the retained employees and affect the long-term development of the company, but also the society that you and your company need to bear. responsibility.

33. The formulation and modification of enterprise rules and regulations must follow the democratic procedures of the Labor Contract Law, and must be publicized to the workers, and the content must comply with the law. If you ignore this, the rules and regulations will not be used as the basis for the management of the company ’s employment, and the company will face the risk of employees asking for the labor contract to be cancelled and economic compensation at any time. It is recommended that you pay attention to retaining the written evidence of the Staff Representative Conference or all employees discussing and negotiating the rules and regulations. Keeping employee manual signing records, rules and regulations training sign-in records, rules and regulations examination papers and other methods are good evidences to prove your company ’s public rules and regulations.

34. Please be sure to establish the concept of first signing the contract and then using the labor. At the latest, the labor contract must be concluded within one month from the date of employment; if the laborer continues to work after the labor contract is terminated, it should be concluded within one month. contract. If the worker refuses to sign the labor contract, please keep the relevant evidence such as the notice of request for signing the contract, so as to avoid the risk that the worker is unwilling to sign the written labor contract with the enterprise and require the enterprise to pay double wages afterwards.

35. If the worker meets the situation of entering into a labor contract with an indefinite period of time, please respect the choice of the worker and conclude a labor contract with an indefinite period according to his wishes. When signing a contract, you can consult with the workers in writing. If it requires a fixed-term labor contract, the employer should retain the written evidence of the worker ’s consent to avoid the worker ’s repentance afterwards. The employer is required to pay twice the salary.

36. Enterprises conducting professional and technical training for laborers, especially for overseas study and training, should sign a special training contract to clarify the rights and obligations of both parties and reduce the impact of brain drain on the enterprise; at the same time, please pay attention to retain relevant evidence on training costs in order to Avoid difficulty of proof in case of dispute.

37. Senior management personnel, senior technical personnel and other personnel with confidentiality obligations are valuable assets of the enterprise. In order to avoid the situation that they will go to other employers or start companies to engage in competitive business after leaving the job, resulting in the loss of your corporate customers, infringement of intellectual property rights, and damage to production and operation, you can agree to keep business secrets with them Confidentiality matters related to intellectual property rights, and at the same time sign the competition restriction clause, clarifying the scope, region and duration of the competition restriction. However, it is important to note that the period of competition restriction shall not exceed two years. At the same time, after the termination or termination of the labor contract, the economic compensation shall be given to the workers monthly within the period of competition restriction.

38. If an enterprise arranges for workers to work overtime or overtime, it shall pay overtime wages. For those who need to implement irregular working system and comprehensive calculation of working hours due to the nature of the job and the characteristics of the job position, it is recommended that you apply to the labor administrative department for approval in accordance with the law. At the same time, pay attention to keeping the attendance records confirmed by the laborers, so as to avoid difficulties in proof when disputes overtime work.

39. Arranging annual leave for employees is an obligation of the enterprise. If the company arranges for employees to take annual leave, but the employees do not want to take leave, it is recommended that you notify the employees of the leave in written form and ask the employees to confirm in writing whether and when to take the leave, so as to avoid proof in case of dispute.

40. It is an enterprise's obligation to pay social insurance premiums for laborers in a timely manner, so please be sure to follow them. Otherwise, the enterprise may face greater risks and costs for laborers to demand the termination of labor contracts and economic compensation on this ground.

41. When the enterprise and the laborer change the job position, salary and remuneration agreed in the labor contract, it is recommended that you make sure that the content of the change is written in written form such as a written labor contract, pay stub, and post change notice, and confirmed by the laborer , In order to avoid difficulties in proof in case of disputes.

42. The enterprise may adjust its job position or salary in accordance with the provisions of the rules and regulations or the agreement with the workers. It is recommended that you make provisions or agreements on the changes of work positions and labor remunerations in the company's rules and regulations or labor contracts, so that in case of disputes, you should bear the burden of proof for the legality and reasonable performance of the adjustment of workers' work positions and salary remunerations.

43. During the probation period, the company has the right to unilaterally terminate the labor. To ensure that you exercise your rights correctly, it is recommended that you check the recruitment, clearly define the conditions of recruitment and send employment letters, stipulate in the labor contract, and stipulate in the rules and regulations Publicize employment conditions to workers in other ways. Do a good job of evaluation during the probation period, and terminate the contract in a timely manner for workers who do not meet the employment conditions, otherwise, you will need to pay a higher dismissal cost after the probation period.

44. The enterprise has the right to unilaterally terminate when the worker seriously violates the rules and regulations. To ensure that you exercise your rights correctly, it is recommended that you make clear and quantitative provisions for serious violations of discipline and major damage in the company's rules and regulations or the employee manual. At the same time, pay attention to retaining the factual basis of serious violation of discipline, major damage and serious impact on the enterprise, so as to provide evidence in case of dispute.

45. When an enterprise or laborer terminates a labor contract or terminates a labor contract, it should be cancelled or terminated in accordance with the circumstances and procedures prescribed by law, and economic compensation should be paid to the laborer in a timely manner. Please pay attention to compliance with this obligation, otherwise you will face additional The risk of paying a penalty of 50% to 100%, or even double the economic compensation.

46. The unilateral termination of a labor contract by a laborer is a right conferred by law. The enterprise shall guarantee its freedom to resign according to law, but it should also pay attention to standardizing its resignation behavior. It is recommended that you keep written evidence such as the resignation letter submitted by the worker to prove whether the worker has exercised the right to terminate the contract according to law. If the laborer violates the principle of good faith and terminates the labor contract before the expiry of the labor contract or before the completion of the agreed task, causing losses to the enterprise, you can claim that the laborer compensates for direct economic losses.

05

Matters needing attention in intellectual property protection

47. Before setting up a product R & D project, your company must pay full attention to the existing information. Otherwise, once the results of your company's independent research and development may already be known information or have already been applied for intellectual property protection by others, the enterprise will suffer unnecessary human and financial losses.

48. In the process of product research and development, your company cannot apply for patent protection because the research and development has not been completed, so please pay special attention to the protection of commercial secrets to avoid others from using your research results to complete product development and apply for patents. After the product development is completed, please promptly apply for patents or take confidential measures to protect the business secrets, otherwise it may lead to the disclosure of the company's technology or the patent application by others, causing losses. At the same time, according to the characteristics of different products, it is recommended that you can consider adopting patents, trademarks, copyrights, unique packaging and decoration of well-known products for comprehensive intellectual property protection.

49. During the production process of your company, please pay attention to the physical isolation of technical information and production processes involving trade secrets to prevent unnecessary losses due to the lack of confidentiality awareness, allowing others to visit, take pictures, and take pictures. When entrusting others to process, some of the business secrets of the enterprise will inevitably be known to the other party, please note to sign a confidentiality agreement with the other party to be bound.

50. Your company may cooperate with others in the process of technology research and development. Please be sure to make clear and unambiguous agreements on the ownership of intellectual property rights and the rights and obligations of all parties in the relevant cooperation contract. The negligence of unclear ownership agreement is often very fatal, and often leads to the patent technology, trade secret or exclusive license of the patent and trade secret that the enterprise expects to obtain, and the enterprise cannot obtain a competitive advantage. When acquiring intellectual property rights through transfers, licenses, etc., be sure to review the transferor and license user's ownership documents in case the transferor or licensee is not the real owner or the rights have expired.

51. In the process of cultivating business logos, please pay attention to trademark registration in time, otherwise you cannot obtain the exclusive right to use the trademark. The use of the same business logo by others does not constitute an infringement, so as to avoid you investing a lot of manpower, material resources, and funds to cultivate the business logo Easily used by others.

52. When applying for trademark registration, your company should try to avoid using geographical names, product common names, etc. as the trademark text. The design of the trademark should have distinctive features and be easy to identify. Fictional text is a better choice. At the same time, before applying for trademark registration or registering a company name, please be sure to fully search the previous trademark registration information and the company name in the same industry. You should pay full attention to avoid conflicts of rights and avoid "Pong name brand". Otherwise, it is very likely to infringe on the prior rights of others, or fall into the scope of cross-category protection of other people ’s well-known trademarks. The enterprise will not only suffer losses, but may also face claims from the right holders, or face the cessation of infringement, especially the use of font size.

53. Your business may be an OEM processing company. When accepting orders from foreign customers, please pay attention to the necessary review of the legality of the intellectual property rights of the processed products under the order, otherwise processing or production may infringe on the patents or registered trademarks of others The exclusive right product causes losses to the enterprise.

54. Your company should pay attention to the protection of the copyright of works such as software, text, pictures, patterns, patterns, etc. After the work is completed, you should go to the copyright department for copyright registration in time. The electronic documents formed should be fixed as much as possible by using modern network technologies such as electronic data authentication and time stamping, as evidence of the time to complete the work.

55. Your company should pay attention to respecting the copyrights of others, and avoid using product images, text descriptions and other content that others enjoy the copyright on your products, product manuals, advertising brochures, and corporate websites. At the same time, when printing product brochures, advertising brochures, and other corporate publicity materials, please be sure to indicate the date of printing, the printing unit, and other information. These information can be used as evidence for your copyright protection or as a non-infringement defense. evidence of. Cultural and creative enterprises should also pay attention to the reasonable use of other people's works in the creative process to avoid infringement. Network service enterprises should also pay attention to avoid infringing on the rights of others to disseminate information on the network, and do not provide online movie and music works and download services without authorization.

56. It is recommended that you establish intellectual property files as much as possible when necessary. Pay attention to the preservation of intellectual property research and development records, rights certificates, payment records, intellectual property contracts, rights certification documents provided by the other party, and the original carrier of copyright. When purchasing products, enterprises should try to require the other party to indicate the product model and other information when issuing invoices and delivery notes, so as to provide sufficient evidence when conducting rights protection litigation or facing other people ’s infringement allegations.

06

Matters needing attention in foreign-related trade exchanges

57. When choosing a trading partner, it is recommended that you carefully analyze and study the latest "National Risk Analysis Report" issued by China Export Credit Insurance Corporation, timely track the risk level of trade-related countries or regions, and try not to have business with trading partners of high-risk countries contacts.

58. When signing an international goods sale contract, it is recommended that you pay attention to the selection of appropriate trade terms. FCA or FOB should be used for imported goods, and CIF or CIP should be used for exported goods.

59. When choosing the applicable law, in order to prevent the unpredictability of legal risks, it is recommended that you try to choose to apply our laws or international treaties to which our country participates.

60. When choosing the settlement method of import business, pay attention to the control of settlement risk. It is recommended that you generally choose the letter of credit (L / C) method, but try not to use a transferable or revocable letter of credit with higher risk; for customers with a higher credit rating, you can choose documentary collection (D / P) Method: If the customer's credit level is very high, you can choose the bill of exchange collection (D / A) or remittance (T / T) method. If you choose the L / C method for settlement in export business, you should pay attention to preventing the occurrence of fraud in the letter of credit. If there are forged documents, sub-filling or deliberate delivery of valueless goods, it is recommended that you promptly report to the people's court Apply for a stop payment order to prevent losses.