Bilingual Contract Templates & Customization

The paralegals and lawyers will start with a contract template then customize it according to the specific needs of the client.  The client will have a chance to review the English version before conversion into the bilingual contract. As the translation in the bilingual version is done sentence by sentence (rather than page by page), it will be quite easy for the client to confirm that all of their key concerns have been covered.

An English-only document signed by both parties is legally binding. But it is bad idea! Here is why, as explained by AsiaBridge Law’s advisory board member- Mike, from the US.

First, to have any legal validity in China, you have to list the Chinese name. I’m talking about the Chinese name you see on their Chinese business license. Local authorities and courts only recognize registered Chinese names. So the English name, or whatever they call themselves for marketing, is not an official name. You can’t sue some company named “Best Good Star Mfg.” But you can sue “最好星有限公司”!

Keep in mind that to litigate outside of China is for the most part meaningless. The vast majority of Chinese companies do not have any assets outside of China and a court in China does not enforce foreign judgments, so it means that you actually get nothing (except a bill for wasted legal fees) even if you prevail in a court back home. So if litigation is the only option to solve the dispute, a lawsuit should be filed in a Chinese court.

If your key documents are in English, it complicates things a lot. For example, before the courts can make a decision, the English documents/ supporting evidence will need to be translated into Chinese by a court approved translator for the court’s review. This can be expensive and very time consuming. Plus the defense can employ a stall tactic of fighting over the wording of the translation itself. It’s much better to have your attorney structure the wording in advance in Chinese rather than hope the court’s translation will be accurate. Be safe. Use bilingual contracts.

You can certainly hire AsiaBridge Law to customize your existing templates. Once a block of General Counsel time is booked, the hours are yours to assign as you wish. However, it may actually be better and more affordable for you to purchase the AsiaBridge Law templates for the following reasons:

1. It’s quite dangerous to simply translate an English only doc from back home and hope it protects you in China.
2. AsiaBridge Law contract templates have a proven track record.
3. The lawyers in our network are familiar with the AsiaBridge Law templates so it is easier for them to make adjustments. If they are working from an outside template, they may need to spend time getting up to speed on your template, and that could waste time and costs. This point is especially true if your existing contract is not already bilingual.

However, if your existing document is bilingual, then perhaps there is no need to buy the AsiaBridge Law contract templates and you can simply engage AsiaBridge Law’s General Counsel services to customize your existing template and confirm it is suitable for China.

As part of our service, a lawyer will be assigned to your project for an agreed block of time to customize your contracts. As long as you have time remaining in the block, the lawyer is available to update and revise your documents.

Here are some options if you have used up the agreed block of time:

As the translation is done sentence by sentence rather than page by page, the bilingual contract is provided to you in a format that you can edit on your own if needed. Assuming your core business doesn’t change and you are using the same terms & conditions for multiple suppliers, you can cut out the Chinese name of the previous supplier and insert the Chinese name of the new supplier.

But if your products change or you have negotiated new terms, you should consider re-engaging our lawyers under a new block of time.  But as you have already paid for the template when you initially hired AsiaBridge Law, you would not need to re-purchase the template again just to have updates made.

Once you know the official name of the Chinese party, our lawyers can easily insert it into the contracts for you. As part of our service, when we send you the final draft of the contract, we also provide a list of tips to help you make sure you are signing the contract with the right party. For example, it is very important to have an official name/ corporate chop on the contract and that this name matches public records and corporate bank accounts.

Important:  A great contract with a fake company doesn’t protect you!  If you don’t know the official Chinese name of the company or you are unsure about the company’s reputation and fairness, the following services are recommended:

Corporate Assessment (CA): Ownership, Stability, Reputation & Assets of a Chinese company

Red Flag Assessment (RFA): Risk, Scams & Fraud in a given transaction

NNN stands for “Non-disclosure, Non-compete, Non-circumvention” and is a more robust version of the traditional NDA (Non-disclosure agreement)”.  Simply put, the NDA is a promise that “they won’t tell anybody outside their organization about the idea”.  The NNN adds more layers of protection because it makes them promise to not only keep it a secret but also not develop the idea in house.  So technically, under an NDA, a company could copy your idea, make the product in-house and sell it to your competition as long as they did it inside their organization rather than telling somebody outside about it.  For those reasons an NNN is better than the NDA as the NNN specifically addresses not only secrecy but also non-compete and non-circumvention.

Most professional lawyers dealing with China have moved from the NDA to the NNN in the past decade.  The NNN contracts provided by AsiaBridgeLaw are well-written and suppliers who have used an NDA in the past will have no problem accepting the terms of the NNN as well.  And if a supplier fights the terms of the NNN, that’s a big red flag that they may have a hidden agenda.