Practice Area

International Trade & Commercial Contracts

Commercial contracts designed around payment security, quality, delivery, IP protection and enforceability in China.

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Typical Client Problems

Issues commonly requiring China-side legal action

Supply and Sales Contracts

Cross-border sale and purchase arrangements with Chinese counterparties.

OEM and ODM Agreements

Manufacturing, tooling, specifications, IP, quality control and exclusivity.

Distribution and Agency

Territory, channels, targets, pricing, brand control and termination.

Licensing and Technology

Software, trademarks, know-how, content and other commercial licences.

Logistics and Warehousing

Freight, storage, delivery, customs, insurance and liability allocation.

Contract Termination

Exit rights, inventory, tooling, data, IP and post-termination obligations.

How We Can Assist

Defined legal support based on the facts and commercial objective

Draft or revise English, Chinese or bilingual commercial agreements
Review China enforceability and dispute resolution provisions
Strengthen payment, inspection, quality, delivery and warranty protections
Address tooling, samples, IP ownership, confidentiality and non-circumvention
Negotiate liability, indemnity, limitation and termination provisions
Align contract terms with operational procedures and evidence collection
Prepare standard contract systems for recurring transactions

Trade & ContractsLegal analysis · Strategy · Execution

Key Legal Issues

Questions that shape the strategy

Is the correct Chinese legal entity named and authorised to sign?
Do payment and delivery terms reduce exposure before performance is verified?
Are specifications, samples, inspection and acceptance procedures sufficiently objective?
Who owns tooling, designs, improvements, data and intellectual property?
Is the dispute clause enforceable and commercially useful?
Are termination and post-termination obligations practically enforceable?

Representative Experience

Selected experience relevant to this practice

Examples are described anonymously to protect confidentiality.

High-value manufacturing agreementsReview and negotiation of contract systems for large-scale cross-border production.

International distribution arrangementsTerritory, exclusivity, channel controls, brand use and termination mechanisms.

Technology and platform contractsLicensing, data, services, IP and cross-border operational responsibilities.

Logistics and warehousing agreementsAllocation of loss, delay, insurance, charges and dispute risk.

View broader representative experience

Working Process

From initial review to legal action

Information Review

Review contracts, communications, payments, company details and other evidence.

Legal Assessment

Identify legal rights, procedural options, enforceability and commercial risk.

Strategy and Scope

Recommend proportionate next steps and confirm deliverables and fees.

Execution

Implement the agreed approach through documents, negotiation or proceedings.

Specific Legal Services

Contract Support for Cross-Border Trade and Manufacturing

We assist international businesses with focused drafting and review work across the full contract lifecycle, without requiring a separate service page for each agreement type.

Manufacturing & Supply Agreements

Master agreements, purchase-order structures, specifications, quality, inspection, payment, delivery, tooling, IP, remedies and termination.

Contract Review for Overseas Buyers

Focused review of supplier-drafted contracts, quotations and standard terms, with priority given to commercially material China-side risks.

Distribution & Agency Agreements

Territory, appointment, exclusivity, sales channels, targets, pricing controls, brand use, compliance and termination arrangements.

Licensing & Technology Agreements

Software, trademarks, know-how, content, technology use, ownership, confidentiality, data and cross-border operational responsibilities.

Logistics & Warehousing Agreements

Freight, storage, customs, delivery, insurance, loss, delay, charges, document control and liability allocation.

Contract Systems for Recurring Transactions

Reusable master terms, purchase-order templates, schedules, approval processes and document hierarchies designed around the client’s actual workflow.

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Practical Guides

Practical Guides on China-Facing Commercial Contracts

Focused guidance on manufacturing agreements, payment, inspection, tooling, governing law and dispute resolution.

A. Contract Drafting & Structure

Build a clear contractual foundation for specifications, remedies and ownership of production assets.

B. Payment, Inspection & Performance

Coordinate payment milestones and inspection so contractual protections work during performance.

C. Governing Law & Dispute Resolution

Align governing law, forum and dispute-resolution clauses with practical enforcement needs.

Frequently Asked Questions

Questions international clients often ask

Should a China-facing contract be bilingual?

A bilingual contract can reduce interpretation disputes and improve operational use, but language precedence must be addressed carefully.

Can foreign law govern a contract with a Chinese supplier?

Sometimes, but the choice should be assessed together with forum, evidence, assets and enforcement.

Is arbitration better than Chinese court litigation?

The answer depends on transaction value, counterparty assets, urgency, confidentiality and the chosen institution and seat.

What clauses are most important in an OEM agreement?

Specifications, quality control, acceptance, tooling, IP, confidentiality, subcontracting, delivery, payment, remedies and termination.

Need China-Side Legal Support?

Tell us briefly about your matter. We will identify the relevant legal issues, the appropriate scope of work and the recommended next steps.

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