China contract lawyers

The other day I cleaned up and revised the various email templates our China lawyers sometimes use to answer frequently asked questions we get from our clients. One of them is on how to send to the Chinese side of a deal the contracts we have drafted. Our standard answer is as follows:

 

It is usually best for you to send this contract to the Chinese side as an already signed sPDF. You achieve two goals by doing it this way. First off, the Chinese side cannot easily modify this without your seeing the modifications they have made. It is not unusual for Chinese companies to sign and return your signed Word document as though they did not make any changes when they actually did. Using a PDF makes this a lot less likely.

Second, your sending them the contract this way is essentially telling them, “please execute this without any changes so that we can move forward quickly.” If you send them a Word document you are all but inviting them to make changes to it.

I note though that in the last few years it has become customary to use a Word documents for China contracts because Chinese companies have started to make a lot of changes to their contracts. This is actually a good thing though because it means they now take their contracts very seriously and that in turn means they realize the courts there have gotten a lot better at enforcing them. All of this means that they don’t typically sign these planning to breach them.

So the current best strategy is for you to send them a signed PDF. Then, if they ask for it in Word format you can and should send them that. Just don’t send the Word document until they ask for it!

 

Your thoughts?

 

Print:
EmailTweetLikeLinkedIn
Dan Harris

I am a founder of Harris Bricken, an international law firm with lawyers in Los Angeles, Portland, San Francisco, Seattle, China and Spain.

I mostly represent companies doing business in emerging market countries. It has taken me many years to build my network and it takes constant communication and travel to maintain it. My work has been as varied as securing the release of two improperly held helicopters in Papua New Guinea, setting up a legal framework to move slag from Canada to Poland’s interior, overseeing hundreds of litigation and arbitration matters in Korea, helping someone avoid terrorism charges in Japan, and seizing fish product in China to collect on a debt.

I was named as one of only three Washington State Amazing Lawyers in International Law, I am AV rated by Martindale-Hubbell Law Directory (its highest rating), I am rated 10.0 by AVVO.com (its highest rating), and I am a SuperLawyer.

I am a frequent writer and public speaker on doing business in Asia and I constantly travel between the United States and Asia. I most commonly speak on China law issues and I am the lead writer of the award winning China Law Blog (www.chinalawblog.com). Forbes Magazine, Fortune Magazine, the Wall Street Journal, Investors Business Daily, Business Week, The National Law Journal, The Washington Post, The ABA Journal, The Economist, Newsweek, NPR, The New York Times and Inside Counsel have all interviewed me regarding various aspects of my international law practice.

I am licensed in Washington, Illinois, and Alaska.

In tandem with the international law team at my firm, I focus on setting up/registering companies overseas (via WFOEs, Rep Offices or Joint Ventures), drafting international contracts (NDAs, OEM Agreements, licensing, distribution, etc.), protecting IP (trademarks, trade secrets, copyrights and patents), and overseeing M&A transactions.