7.9 Miscellaneous
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Figure 11 provides sample text of miscellaneous provisions to be included in the service agreement.
In terms of applicable laws, the parties to a foreign-related contract may choose those laws applicable to the settlement of contract disputes, unless stipulates otherwise by law. The PRC Contract Law stipulates that for service agreements to be fulfilled in the territory of the People’s Republic of China on Chinese-foreign equity joint ventures, on Chinese-foreign contractual joint ventures and on Chinese-foreign cooperation in exploring and exploiting natural resources the laws of the People’s Republic of China shall apply. If the parties to a foreign-related contract fail to make such choice, the State laws most closely related to the contract shall apply.
When a service agreement is executed in China, the PRC Contract Law applies. In terms of jurisdiction, it is recommended that all disputes arising from, or in connection with, the agreement shall be subject to the exclusive jurisdiction of, and shall be exclusively submitted to, the competent court at the principal place of business where your organization is located. Purpose for inclusion of this provision in the agreement is to avoid local protectionism in the event business is conducted with a contract party located in another (lesser developed) jurisdiction, city, or province in China.
The PRC Contract Law stipulates that if a contract is made in two or more language which are equally authentic as contracted, the words and sentences used in the different texts shall be assumed to be identical in denotation. If the words and sentences used in different language contain discrepancies, they shall be interpreted according to the aim of the contract.