1. No transaction without a contract

Changes in the economic situation have led to some companies being unable to perform their contracts normally, and a few companies will use the lack of contract procedures between companies to evade liability for breach of contract. Complete written contract It is very important to ensure transaction security and maintain a long-term relationship with customers.

We recommend that you Sign multiple copies of the written contract with the customer , keep multiple copies of the contract consistent and keep them properly.

2. Leave a trace for every action

Keep the following documents properly, which can prove the specific content of the contract between the two parties Data : Invoices, delivery vouchers, remittance vouchers, acceptance records, e-mails, faxes, letters and other materials related to the signing and performance of the contract. If both parties change the cooperation agreement during the performance of the contract, including the quantity, price, delivery, and payment period, they should also leave Written proof 。 

3. Use the official seal with caution

We recommend you Improve the system for the custody and use of official seals Prevent theft and other acts that may seriously endanger the interests of the enterprise. When signing multi-page contracts, affix a seam seal and sign and seal next to the last line of text in the contract to prevent a few customers lacking commercial ethics from changing the content of the contract by changing pages, adding, etc. to infringe on your rights.

4. Use authorization documents with caution

Enterprise business personnel need authorization when signing contracts with foreign countries. It is recommended that you List the scope of authorization clearly and in detail In order to avoid unnecessary disputes. After the business is completed, it is recommended that you retrieve the unused letters of introduction, power of attorney, contracts and other documents as soon as possible.

5. Notify relevant customers of resignation

After the business personnel of your company leave your company, it is recommended that you go through the handover procedures with them and at the same time notify the customers contacted by the business personnel Send a written notice Inform customers of the employee's departure.

6. Pay attention to the time limit for revoking problematic contracts

If you believe that the customer has committed fraud or coercion in the process of signing the contract with you, or you find out afterwards that you have a major misunderstanding of the content of the contract when signing the contract, or you believe that the arrangement of contract rights and obligations is obviously unfair, you can Request the court to revoke the contract . However, you must exercise the right of revocation within one year from the date you know or should have known the reason for the revocation, otherwise you will lose the right to request the court to revoke the contract. Of course, whether your request made within the time limit for exercising the right of revocation can be supported by the court will also depend on whether the evidence you present is sufficient.

7. Pay attention to the deposit clause

When you sign a contract, you may ask the other party to pay a deposit in order to ensure the performance of the contract. Since the 'deposit' has a specific legal meaning, please Be sure to indicate the word 'deposit' . If you use the words 'subscription money', 'margin', etc. and there is no clear statement in the contract that it will not be returned once the other party breaches the contract, and it will be doubled once your party breaches the contract, the court will not be able to treat it as a deposit.

8. Guarantee clauses should be clear

If your business requires the other party to provide a guarantee, please Express the clear meaning that the guarantor provides a guarantee for the performance of the debt , avoid using vague expressions such as 'responsible for solving' and 'responsible for coordination' by the other party, otherwise the court will not be able to determine that the guarantee contract is established.

9. Pay attention to the nature of the guarantee

You may also provide guarantees to others for business needs. Whether you are a creditor or a guarantor, it is recommended that you Specify the starting and ending points of the guarantee period . If the guarantee period you agree with the other party is longer than two years, the law will regard the guarantee period as two years. If there is no clear agreement, the law will regard the guarantee period as six months from the date of expiration of the main debt performance period. Although the choice of 'joint guarantee' or 'general guarantee' depends on the negotiations between you and the customer, the guarantee contract must state the words 'joint guarantee' or 'general guarantee'. If there is no clear agreement, the court will consider it a joint liability guarantee.

10. Pay attention to the guarantee period

If you are a creditor and the debt guaranteed by the 'general guarantee' method is not repaid after it expires, please File a lawsuit or arbitration against the debtor and guarantor within the guarantee period . If the debt guaranteed by the 'joint guarantee' method is not repaid after it expires, please be sure to clearly request the guarantor to immediately perform its guarantee obligations in a valid manner that can be proven within the guarantee period. If you do not exercise your rights within the guarantee period, the guarantor will be exempt from your guarantee liability.

11. Mortgage is valid after registration

If your business requires the other party to provide mortgage guarantees, it is recommended that you immediately go to the relevant registration authority with your customer when signing the mortgage contract Go through the registration procedures The failure to complete registration formalities with only a mortgage contract may result in the loss of the basis for realizing your rights. Unnecessary delays may subordinate your rights to other enterprises that have completed registration formalities before you. If your client delays or refuses to assist you in completing the mortgage registration formalities after signing the mortgage contract, it is recommended that you file a lawsuit with the court as soon as possible to request the court to help you enforce the registration formalities.

12. Pledge Requires Transfer of Possession

If your business requires the other party to provide pledge guarantee, it is recommended that you immediately with your client when signing the contract Complete the handover procedures for the pledged collateral or rights certificates. If you only sign the pledge contract without actually possessing the pledged property, the court will not be able to protect your request to realize the pledge right.

13. Changing People in the Enterprise Does Not Affect the Contract

A contract concluded between an enterprise and a client is a valid contract protected by law if it does not violate mandatory provisions of laws and administrative regulations or harm social public interests. Both parties have the obligation to strictly follow the agreement and fully perform the contract. Whether the unit changes its name, the company's equity changes hands, or the legal representative, person in charge, or handler changes, none of these can be a reason for not performing the contract, which is also an important guarantee for maintaining your and your company's business reputation.

14. Market Changes, Termination Must Be Cautious

Changes in the economic situation often lead to drastic fluctuations in the market price of goods. It is recommended that you Do not easily choose to actively breach the contract, terminate the contract, or file a lawsuit And other methods to solve the problem, equal consultation with your customers and finding solutions acceptable to both parties is more conducive to reducing losses. Even in litigation proceedings, accepting mediation under the auspices of the court will be more helpful to the protection of corporate interests. Not actively seeking reconciliation and simply waiting for a ruling may not be in your best interest.

15. Payment Method Must Be Reliable

When you determine the payment method, whether you are the payer or the payee, except for transactions with small amounts, please try to Settle through the bank Cash settlement involves the signing of the handler, and the validity of the signing may bring you unnecessary trouble.

16. Raise Objections to Acceptance in a Timely Manner

Purchasing goods is a daily business activity of an enterprise, please pay attention to Accept the goods in time If you find that the goods do not meet the contract agreement, please be sure to raise an objection to the other party in writing as soon as possible within the period agreed in the contract. Unnecessary delays may result in you losing the right to claim compensation.

17. Protect Trade Secrets

In the process of negotiating and performing the contract, you often inevitably come into contact with the business information and even trade secrets of your trading partners. Please be sure to during the negotiation, performance of the contract, and even after the performance is completed Do not disclose or use this information Otherwise, you may bear corresponding responsibilities.

18. Reasonably Exercise the Right of Insecurity Defense

In the process of contract performance, if you have conclusive evidence that the other party's business situation has seriously deteriorated, transferred property or withdrawn funds to evade debts, lost business reputation, or has other circumstances that lose or may lose the ability to perform debts, you can Notify the other party in time to suspend the performance of your obligations that should be performed first in accordance with the contract And wait for the other party to provide appropriate guarantee. After the suspension of performance, if the other party fails to restore its ability to perform and fails to provide appropriate guarantee within a reasonable period, you can terminate the contract. Do not directly terminate the contract or refuse to perform, otherwise you will be liable for breach of contract.

19. Raise Objections to Termination in a Timely Manner

Once your client notifies you to terminate the contract and you have an objection to this, if the contract stipulates a deadline for objections, please be sure to Raise it to the other party in writing within the agreed time limit If you raise an objection and file a lawsuit with the court after the expiration of the agreed time limit, the court will not be able to support it.

20. The Other Party's Breach of Contract Must Also Stop the Loss in Time

If your client breaches the contract, no matter what the reason, you should Take measures in time to prevent the expansion of losses The reasonable expenses incurred as a result shall be borne by the breaching party. If you take a passive attitude and allow the loss to expand, the court will not be able to protect the expanded loss or require the other party to compensate.

21. There Must Be Action Within the Statute of Limitations

The phenomenon of customers defaulting on payment for goods occurs from time to time in the operation of enterprises. Pay attention to the legal provisions on the statute of limitations. The statute of limitations for requesting the court to protect civil rights is now three years. You may also be unwilling to take drastic measures such as filing a lawsuit or arbitration within three years due to factors such as maintaining the relationship with the customer. In order to protect your rights from being lost due to the passage of time, you can Handle it before the expiration of the statute of limitations by sending a letter or data message to the other party in a valid way that can prove your claim Your letter must include the content of urging to pay the arrears as soon as possible.

22. Shareholders Bear Joint and Several Liability for False Capital Contributions

The authenticity and sufficiency of the company's registered capital are not only conducive to protecting the interests of your customers, but also closely related to the vital interests of the company and its shareholders. If the company's registered capital is false or is withdrawn during operation, the company's shareholders will lose the protection of the limited liability system and may be involved in lawsuits filed by creditors.

23. Other Shareholders Are Implicated for False Capital Contributions

When you jointly invest with others to establish a company, please Be sure to pay attention to whether your partners have fulfilled their investment obligations This is not only related to the interests of the enterprise you invest in, but also to your own vital interests. If your partner fails to fulfill the investment obligations, you may be liable to the creditor for your partner's fault in the event of external debts of the enterprise, although you can recover from your partner after assuming external liability, which will undoubtedly increase your risk.

24. A company must sign truthfully

The registration procedures for establishing a company are complicated, please Be sure to personally sign the company's articles of association and other legal documents , otherwise, once a dispute occurs, the act of signing on behalf of others will cause you great trouble, and may even cause unexpected factors in the ownership of the company's equity.

25. The risk of undisclosed shareholders is high

Although hidden investment is not completely prohibited by law, it contains greater legal risks. The legal requirements for the qualification of hidden investors are very strict, and the qualification of hidden shareholders cannot be used against third parties. The nominee can dispose of the equity. I suggest you Do not choose to set up a company jointly with others in a disguised manner.

26. Acquisition of equity must be registered 

If you acquire the equity of a company from others, please Be sure to complete the enterprise business registration change procedures as soon as possible after the acquisition contract takes effect , otherwise you will face the risk of not being able to truly obtain equity. Failure to complete the change registration cannot be used against third parties, and the equity may be transferred to others again.

27. Sign the articles of association of the company carefully 

The articles of association of a company are one of the most important legal documents of the company, and are binding on the company, shareholders, directors, supervisors, and senior managers. Once a dispute occurs, it will become the main basis for the court to judge the rights and obligations of all parties. It is recommended that you Be sure to carefully consider and sign carefully when participating in the formulation of the company's articles of association , it is not recommended to use the format text. 

28. Diligence obligations must be observed

The controlling shareholders, directors, supervisors, and senior managers of the company owe a duty of loyalty and diligence to the company. Please Be sure to comply with the provisions of the Company Law and other laws and regulations . Violation of these provisions may result in liability for damages to the enterprise. 

29. Small and medium shareholders must be respected

Under the changing economic environment, all shareholders need to work together to overcome difficulties. Small and medium shareholders are also investors in the enterprise. Please Treat small and medium shareholders well , respect their right to participate, right to vote, protect their right to know, protect their right to profit distribution and other shareholder rights. Many companies cannot operate normally because the major shareholders do not respect the small and medium shareholders, resulting in infighting among shareholders. Internal disputes in the company can easily lead to a deadlock in the company's governance, which may not only involve the company and shareholders in litigation, consume the company's human and material resources, but may also lead to the dissolution of the company in extreme cases. 

30. Resolve disputes in accordance with the prescribed procedures 

It is normal for investors in the company to have differences. I suggest you Follow the procedures stipulated in the company's articles of association to resolve disputes . Before convening a shareholders' meeting, please be sure to notify the shareholders of the time limit, method and content stipulated in the company's articles of association. If you do not properly fulfill the notification obligation, the resolutions of the shareholders' meeting and the board of directors may be revoked by the court. It is recommended that you resolve internal disputes in the company more through consultation.

31. Liquidation is required to end business 

The limited liability company established by the enterprise's investment may need to end its business due to various factors. Please Be sure to perform the liquidation obligations of investors on time . Shareholders who fail to perform the liquidation obligations, resulting in the depreciation, loss, damage of the company's property, or the loss of the company's account books, important documents, etc., will face the risk of directly assuming all the company's debts.

32. Avoid large-scale layoffs

 It is normal for enterprises to encounter some difficulties in production and operation under the changing economic environment. I suggest you Do not easily carry out large-scale layoffs , which can not only prevent the legal risks brought about by a large number of layoffs, avoid hurting the sense of corporate belonging of retained employees and affecting the long-term development of the enterprise, but also the social responsibility that you and your enterprise need to bear 

33. Discussion and publicity of rules and regulations

The formulation and modification of enterprise rules and regulations must Follow the democratic procedures of the Labor Contract Law , must be publicized to the workers, and the content must comply with the provisions of the law. If you ignore this, the rules and regulations will not be used as the basis for the company's employment management, and the company will also face the risk of employees requesting to terminate the labor contract at any time and claiming economic compensation. It is recommended that you pay attention to retaining written evidence of the workers' congress or all employees discussing and negotiating the rules and regulations. Retaining employee handbook receipt records, rules and regulations training sign-in records, rules and regulations exam papers and other methods are good evidence to prove that your company has publicized the rules and regulations. 

34. Sign the contract before employment 

Be sure to establish Sign the contract before employment The concept must be signed within one month from the date of employment at the latest; if the employee continues to work in the employer after the termination of the labor contract, the contract shall also be signed within one month. If the employee refuses to sign the labor contract, please retain relevant evidence such as the notice to the employee requesting to sign the contract, so as to avoid the risk that the employee is unwilling to sign a written labor contract with the company and then requests the company to pay double wages.

35. Retain evidence when employees are willing to sign a fixed-term contract

If the employee meets the circumstances for concluding an open-ended labor contract, please Respect the employee's choice Enter into an open-ended labor contract according to their wishes. When signing the contract, the employer may solicit the employee's opinion in writing. If the employee requests to sign a fixed-term labor contract, the employer should retain written evidence of the employee's consent to avoid the employee's regret afterwards, and request the employer to pay twice the salary on the grounds that the open-ended labor contract was not signed as required.

36. Keep the expense vouchers for the service period agreement

Enterprises should provide professional technical training to employees, especially for overseas training. Sign a special training contract To clarify the rights and obligations of both parties and reduce the impact of talent loss on the enterprise; at the same time, please pay attention to retaining relevant evidence of training expenses to avoid difficulties in providing evidence in the event of a dispute.

37. Use non-competition protection reasonably

Senior management, senior technical personnel, and other personnel with confidentiality obligations are valuable assets of the company. In order to avoid the situation that they go to other employers or start their own companies to engage in non-competition business after leaving their jobs, causing your company's customer loss, intellectual property infringement, and production and operation damage, you can Agree on confidentiality matters related to trade secrets and intellectual property rights And sign a non-competition clause at the same time to clarify the scope, region, and duration of the non-competition restriction. However, please be sure to note that the term of the non-competition restriction shall not exceed two years, and economic compensation shall be given to the employee on a monthly basis within the term of the non-competition restriction after the labor contract is terminated or terminated.

38. Make good use of comprehensive calculation and flexible working hours

If an enterprise arranges for employees to work overtime, it shall pay overtime wages. For employees who need to implement a flexible working hours system and a comprehensive calculation of working hours system due to the nature of the work and the characteristics of the job position, it is recommended that you Apply to the labor administrative department for approval in accordance with the law . At the same time, pay attention to retaining attendance records confirmed by the employees, so as to avoid difficulties in providing evidence when disputes occur over overtime facts.

39. Leave proof of waiver of annual leave

Arranging annual leave for employees is the obligation of the enterprise. If the company arranges for employees to take annual leave, but the employees are unwilling to take leave, it is recommended that you Notify employees of the leave in writing , and require employees to confirm in writing whether to take leave and when to take leave, so as to avoid the inability to provide evidence in the event of a dispute.

40. Beware of employees proposing "forced termination"

In accordance with the law Timely payment of social insurance premiums for employees Is the obligation of the enterprise, please be sure to comply with it. Otherwise, the company may face a greater risk and cost of employees requesting to terminate the labor contract and demanding economic compensation for this reason.

41. Unilateral adjustments must be cautious

When an enterprise changes the job position, salary, and other contents agreed in the labor contract with the employee, it is recommended that you Be sure to use written labor contracts, salary slips, job change notices And other written forms to record the changes in writing and obtain confirmation from the employees, so as to avoid difficulties in providing evidence in the event of a dispute.

42. Rules set conditions for job transfer and salary adjustment

Enterprises can adjust the job position or salary of employees in accordance with the provisions of the rules and regulations or the agreement with the employees. It is recommended that you include the circumstances of changes in job position and remuneration in the company's rules and regulations or labor contract. Make provisions or agreements So that you can bear the burden of proof for the legality and rationality of adjusting the employee's job position and salary in the event of a dispute.

43. Clearly define the employment conditions

The enterprise has the unilateral right of termination over the employee during the probation period. In order to ensure that you exercise your rights correctly, it is recommended that you do a good job in recruitment, clearly define the employment conditions, and send employment letters, agree in the labor contract, and stipulate in the rules and regulations. Publicize the employment conditions to employees . Do a good job in assessment during the probation period and terminate the contract in a timely manner for employees who do not meet the employment conditions, otherwise you will need to pay higher dismissal costs after the probation period.

44. Clarify serious violations of discipline and quantify major damage situations

The enterprise has the unilateral right of termination in the event that the employee seriously violates the rules and regulations. In order to ensure that you exercise your rights correctly, it is recommended that you Make clear and quantified provisions on serious violations of discipline, major damages, etc. in the company's rules and regulations or employee handbook , and pay attention to retaining the factual basis for employees' serious violations of discipline, major damages to the company, and serious impact, so as to provide evidence in the event of a dispute.

45. Dismissal requires legal reasons

When an enterprise terminates or terminates a labor contract with an employee, it shall terminate or terminate in accordance with the circumstances and procedures stipulated by law, and shall Pay economic compensation to employees in a timely manner in accordance with the law , please pay attention to complying with this obligation, otherwise you will face the risk of being penalized with an additional 50% to 100% or even twice the economic compensation.

46. Employee resignation can be standardized

The unilateral termination of the labor contract by the employee is a right conferred by law, and the enterprise shall protect its freedom to resign in accordance with the law, but it shall also pay attention to standardizing its resignation behavior. It is recommended that you pay attention to Retain written evidence such as the resignation letter submitted by the employee To prove whether the employee has exercised the right to terminate the contract in accordance with the law. If the employee violates the principle of good faith and terminates the labor contract before the expiration of the agreed term of the labor contract or before the completion of the agreed work task, causing losses to the enterprise, you can claim that the employee compensates for direct economic losses.

47. Search before starting a research and development project

Before starting a product research and development project, please be sure to pay attention to Conduct a full search of existing information . Otherwise, once it turns out that the results of your company's independent research and development may have long been public information or have already been applied for intellectual property protection by others, the company will suffer unnecessary human and financial losses.

48. Pay attention to protection during the research and development process

During product development, since the research and development has not been completed and patent protection cannot be applied for yet, please pay special attention to the protection of trade secrets to avoid others from using your research results to complete product development first and apply for a patent first. After the product development is completed, please protect your trade secrets by applying for a patent or taking confidentiality measures in a timely manner, otherwise it may lead to the disclosure of the company's technology or the patent being preemptively applied for by others, causing losses. At the same time, depending on the characteristics of different products, it is recommended that you also consider taking comprehensive intellectual property protection measures such as patents, trademarks, copyrights, and unique packaging and decoration of well-known commodities. 

49. Pay attention to protection during the production process

During the production process, please pay attention to physically isolating technical information and data involving trade secrets, as well as production processes to prevent unnecessary losses due to a lack of confidentiality awareness, allowing others to visit, take photos, or take videos. When entrusting others to process, some of the company's trade secrets will inevitably be known to the other party. Please pay attention to signing a confidentiality agreement with the other party to restrict them. 

50. Pay attention to protection during the cooperation process

In the process of technology research and development, you may cooperate with others, please be sure to pay attention to making clear and unambiguous agreements on the ownership of intellectual property rights and the rights and obligations of all parties in the relevant cooperation contract . Negligence in unclear ownership agreements is often fatal, often leading to the company's expected patent technology, trade secrets, or the exclusive license of the patent or trade secrets not being obtained, and the company cannot obtain a competitive advantage as a result. When obtaining intellectual property rights through transfer, licensing, etc., please be sure to review the ownership certificates of the transferor and licensee to prevent the transferor or licensee from not being the real right holder, or the rights have expired. 

51. Register trademarks in a timely manner 

In the process of cultivating commercial logos for your company, please pay attention to registering trademarks in a timely manner otherwise you will not be able to obtain the exclusive right to use the trademark, and others' use of the same commercial logo does not constitute infringement, so as to avoid your investment of a lot of manpower, material resources, and funds in cultivating the commercial logo being easily used by others.

52. Register trademarks reasonably

When your company applies for trademark registration, it should try to avoid using place names or generic product names as the text of the trademark. The design of the trademark should have distinctive features and be easy to identify. Invented words are a better choice. At the same time, before you apply for trademark registration or register a company name, please be sure to pay attention to fully searching the prior trademark registration information and the company names of companies in the same industry, and you should pay full attention to avoiding conflicts of rights and avoid "brand squatting". Otherwise, it is very likely to infringe on the prior rights of others, or fall into the scope of cross-category protection of others' well-known trademarks. The company will not only suffer losses, but may also face claims from the right holders, or face stopping the infringement, especially stopping the use of the company name. 

53. Pay attention to intellectual property rights in OEM processing

Your company may be an OEM processing company. When undertaking orders from foreign processing customers, please be sure to pay attention to the legality of the intellectual property rights of the processed products under the order Conduct necessary review, otherwise it may lead to the processing and production of products that infringe on the patents or exclusive rights to use registered trademarks of others, causing losses to the company. 

54. Register copyright in a timely manner 

Your company should pay attention to the protection of copyrights of works such as software, text, pictures, patterns, and flower patterns After the work is completed, it should be registered with the copyright department in a timely manner. The formed electronic documents should be fixed as much as possible by means of modern network technology such as electronic data certification and time stamping, as evidence of the time of completion of the work. 

55. Avoid copyright infringement

Your company should Pay attention to respecting the copyrights of others and avoid using product pictures, text descriptions, etc. that are copyrighted by others on your products, product manuals, advertising brochures, and company websites. At the same time, when printing product manuals, advertising brochures and other corporate promotional materials, please be sure to indicate the printing and publication date, printing unit and other information. This information can be used as evidence for you to defend your copyright, and it can also be used as evidence for you to defend against non-infringement. Cultural and creative enterprises should also pay attention to the reasonable use of other people's works in the creation process to avoid infringement. Network service companies should also pay attention to avoiding infringement of others' rights to disseminate information online, and do not provide online film and television or music works for playback or download without authorization. 

56. Establish intellectual property archives

It is recommended that you establish intellectual property archives as much as possible when necessary, and pay attention to preserving the research and development records, right certificates, payment records, intellectual property contracts, right certification documents provided by the other party, original copyright carriers and other materials of intellectual property rights; when you purchase products from other companies, you should try to require the other party to indicate the product model and other information when issuing invoices and delivery notes, so that you can provide sufficient evidence when conducting rights protection litigation or facing infringement allegations from others. 

57. Pay attention to the "National Risk Analysis Report"

When choosing a trading partner, it is recommended that you carefully analyze and study the latest release of China Export & Credit Insurance Corporation "National Risk Analysis Report" , track the risk level of trade-related countries or regions in a timely manner, and try not to have business dealings with trading partners in high-risk countries. 

58. Use trade terms properly

When signing an international goods sales contract, it is recommended that you pay attention to choosing appropriate trade terms , it is advisable to choose FCA or FOB for imported goods, and CIF or CIP for exported goods. 

59. Choose to apply Chinese law

When choosing the applicable law, in order to prevent the unpredictability of legal risks, it is recommended that you choose to apply our country's laws or international treaties that our country has acceded to 。 

60. Choose an appropriate settlement method

 When choosing a settlement method for import business, you should Pay attention to the control of settlement risks. It is recommended that you generally use the letter of credit (L/C) method, but try not to use transferable or revocable letters of credit with higher risks; for customers with higher credit ratings, you can use the documentary collection (D/P) method; for customers with very high credit ratings, you can use the bill of exchange collection (D/A) or remittance (T/T) method. When choosing the letter of credit (L/C) method for settlement in export business, pay attention to preventing the occurrence of letter of credit fraud, such as forged documents, inferior goods, or deliberate delivery of worthless goods. It is recommended that you promptly apply to the people's court for a stop payment order to prevent losses.