AssetsTransferAgreement.docx

1、AssetsTransferAgreement合同编号：AssetsTransferAgreement签订地点： 签订日期： 年 月 日Assets Transfer AgreementThis assets transfer agreement (this Agreement) is made between and by the following parties in Beijing on _,_,_(M,D,Y). Party A: AAA Co., Ltd. Address: _ Party B: BBB Co., Ltd. Address: _WHEREAS Party A agr

2、ees to assign to Party B the assets concerned to Party B and Party B agrees to accept the said assets; therefore, the parties reach the following agreement through friendly consultations:ARTICLE 1 Party A agrees to assign the assets listed in Attachment I of this Agreement, and Party B agrees to acc

3、ept the foregoing assets.ARTICLE 2 The parties agree that Party A will complete all the procedures necessary for the transfer of the assets listed in Attachment I hereto from Party A to Party B within _ upon execution of this Agreement (excluding the day of execution for this Agreement), which inclu

4、de but are not limited to the hand-over of certification of ownership for such assets and the handling of registration procedures (if applicable).ARTICLE 3 Party B will pay Party A an assignment fee of _ for the assets assigned by Party A.ARTICLE 4 The parties agree that the title of the assets list

5、ed in Attachment I hereto will be transferred to Party B on the _ upon execution of this Agreement. Party A shall be responsible for all the liabilities and risks involving the title transfer of the assets listed in Attachment I hereto prior to such transfer (no matter such liabilities and risks are

6、 claimed before or after the transfer of such title), for which Party B shall bear no liabilities and obligations. In case Party B does not receive the foregoing assets within _ upon execution of this Agreement, Party A shall compensate in _.ARTICLE 5 Representation and Guarantee 5.1 Party represent

7、s and guarantees as follows:(a) Party A is a company incorporated and validly existing pursuant to the Chinese laws;(b) By executing and performing this Agreement, Party A does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper authorization and

8、all the necessary approval of executing and performing this Agreement; and(c) Party A is entitled to the ownership of the assets listed in Attachment I hereto and has not placed mortgage or any third partys interests against such ownership, nor does it impose any obstacle to Party B for the obtainme

9、nt of the title of such assets.5.2 Party B represents and guarantees as follows: (a) Party A is a company incorporated and validly existing pursuant to the Chinese laws; and(b) By executing and performing this Agreement, Party B does not violate the relevant laws and contracts that have a binding fo

10、rce on it, and has obtained the proper authorization and all the necessary approval of executing and performing this Agreement.ARTICLE 6Liability for Breach of Agreement 6.1 If one party to this Agreement (the Breaching Party) fails to implement its obligations under this Agreement (including violat

11、ion of the provisions involving representation and guarantee), and fails to adopt effective measures to correct such violation within _ upon receipt of a written notice by the other party (the Non-Breaching Party) for such correction within the stipulated time, the non-breaching party has the right

12、to terminate this Agreement and claim compensation from the breaching party for the losses sustained therefrom.6.2 If Party A violates the provisions of Articles 2 and 5 of this Agreement, Party B has the right to seek return of all the payment and a penalty equal to _ of the total price from Party

13、A.ARTICLE 7Settlement of Dispute Any dispute arising out of or in connection with this Agreement shall be settled by the parties through consultations. If it cannot be settled through consultations, any party may submit the said dispute to China International Economic and Trade Arbitration Commissio

14、n for arbitration in Beijing according to its valid rules of arbitration. The arbitration award is final and shall be binding over the parties.ARTICLE 8Force Majeure A force majeure event refers to any event that cannot be foreseen and its occurrence and consequences cannot be avoided or overcome at

15、 the time when this Agreement is executed. Any party to this Agreement shall not bear the liabilities for breach of this Agreement if it is prevented from implementing all or any part of the responsibilities associated with the provisions of this Agreement. The party that is affected with such a for

16、ce majeure event shall notify the other party of the effects of such event within _ after its occurrence, and present certification by the local notarization organ.ARTICLE 9Transfer of Agreement No party shall transfer its rights and obligations under this Agreement to any third party unless consent

17、ed by the other party in writing.ARTICLE 10Separability of Agreement If any article or section of this Agreement becomes invalid or unenforceable, it will not affect the validity and enforceability of other articles or sections.ARTICLE 11Amendment and Supplement of Agreement The parties may amend or

18、 supplement this Agreement in writing. The amendment and supplement to this Agreement shall constitute an inseparable part of this Agreement and be equally authentic to this Agreement.ARTICLE 12Miscellaneous 12.1 This Agreement shall come to force upon execution by the authorized representatives of

19、the parties and fixation of their official seals as of the date first seen in this Agreement.12.2 This Agreement has two original copies, of which each party holds one, and they are equally authentic.Party A: AAA Co., Ltd. (Official Seal) Authorized Representative: _ (Signature) _Party B: BBB Co., L

20、td.(Official Seal) Authorized Representative: _(Signature) _ Translation Verification The foregoing represents a fair and accurate English translation of the original Chinese document. Dated: _,_,_(M,D,Y)By: _ Name: _ Title: _ Attachment IList of Assets for Assignment 以下无正文，使用前请删除。备注： 1.本协议书仅为参考格式，申

21、请人可根据需要依法对协议书的内容作适当调整。2.申请人在使用本参考格式时，应根据实际情况填写。3.文书中需填写的内容应在电脑上填写完毕后再打印出来，除签名外不得手填。法律知识之无效合同：无效合固是指合同虽然成立，但因其违反 法律、行政法规、社会公共利益而无效。可见， 无效合同是已经成立的合同，是欠缺生效要件的 合同是不具有法律约束力的合同不受国家法律保 护。无效合同自始无效,但部分条款无效,不影 响其余部分的效力。无效合同的原因有三种：1、订立合同主体不合格，表现为：1）无民事行为能力人、限制民事行为能力人订立合同且法定代理人不予追认的，该合同无 效，但有例外：纯获利益的合同和与其年龄、智力、

22、精神健康状况相适应而订立的合同，不需追认，合同当然有效；2）代理人不合格且相对人有过失而成立的合同，该合同无效；3）法人和其他组织的代表人、负责人超越权限订立的合同，且相对人知道或应当知道其超越权限的，该合同无效。2、订立合同内容不合法，表现为：1）违反法律、行政法规的强制性规定的合同，无效；2）违反钍会公共利益的合同，无效；3）恶意串通，损害国家、集体或三人利益的合同，无效；4）以合法形掩盖非法目的合同，无效；5）无处分权的人处分他人财产的合同，无效。但有两例外：事后经权利人追认的，有效； 事后取得处分权的，有效。3、意思表示不真实的合同，即意思表示有瑕疵，如：一方以欺诈、胁迫的手段订立合同，损 害国家利益的，无效。