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1J l 6B5 Street l Teuk Thla l Sen Sok l Phnom Penh l Cambodia
Tel: +855 (0)12 772 771 | +855 (0) 10 772 771
E-mail: [email protected]
www.amauta-asia.com
CONTRACT AND EFFECTIVE DATE
If the Contract and its effective date is made in Cambodia:
It should be written as “Kingdom of Cambodia – Nation
Religion King”
However, it is not necessary if the Contract and its effective
date is made from oversea.
Suggestion:
THIS [•] Contract (the “Contract”) is made on [•] by and
between; or
This [•] Agreement (the “Agreement”) is made on [•] by and
between.
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PARTIES TO THE CONTRACT
Natural Person:
Photocopy of Khmer ID Card (Khmer Nationality);
Photocopy of Passport (Foreign Nationality);
Current Residential Address (Khmer Nationality); and
Home Address (Foreign Nationality)
Legal Person:
Full name of the Company;
Official Commercial Registration Number;
Official VAT Number (for tax claim purpose);
Official Registered Address;
Authorized Representative (it shall be in a form of Power of Attorney and/or Letter of Appointment)
Photocopy of Khmer ID Card and/or Passport of the authorized representative
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Suggestion:
“Mr. A, [•] nationality, holding passport [•] dated [•] / holding
Khmer ID Card No. [•] dated [•] with current residential address [•]
/ home address [•]”
Hereinafter called “Party A”
“Each of the above may be referred to individual as a Party and
may be collectively referred to as the Parties”
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RECITALS
Its statement of fact and history of a Party and/or the Parties, if
any.
Its statement of whether a Party and/or the Parties wish to offer
and/or accept upon the Terms and Conditions set forth in this
Agreement/Contract.
Its statement of description on the objection of the Contract,
save for, product, or service, or location, and/or registration, if
any.
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Suggestion:
“Whereas, Party A desires to/from [•] as described in clause [•]
below;”
“Whereas, Party A desires to/from [•] upon the Terms and
Conditions set forth in this Contract/Agreement”
“It is hereby agreed as follow”
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OBJECTION OF THE CONTRACT
Description on the objection of the Contract, save for, product,
or service, or location, and/or registration, if any.
Scope of works, if any
Purpose of uses, if any
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TERM AND EXTENSION The contract shall be stated its Term, save for when its
commencement and when its expiration;
Option to renew with the same term and condition, if any
Option to renew but further negotiation among the Parties, if
any
Option to be fix duration contract and cannot be renewed.
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TERM OF PAYMENT
In general, it depends on who we are – Seller or Buyer – Service Provider or Service Receiver.
Of course, it is generally negotiable option and a great negotiation skill.
Suggestion: Standardly, the term of payment shall be:
30% Advance Payment of the total amount on the signing date;
50% Payment of the total amount on the delivering date; and
20% Payment of the total amount shall be paid within 30 working days after the completion.
Please make sure which Party to the contract shall be obligated to withhold tax and/or claim VAT.
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OBLIGATION OF THE PARTIES
Its statement of Seller and/or Service Provider Obligation.
Its statement of Buyer and/or Service Receiver Obligation.
Suggestion: In general, it is always negotiable, fair and
equal bargaining power.
It is very high risk if the contract is made by one sider of a
Party without option to negotiate and discussion on its
obligation.
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WARRANTY/GUARANTY OF THE
PARTIES Its statement of Seller and/or Service Provider
Warranty/Guaranty.
Its statement of Buyer and/or Service Receiver
Warranty/Guaranty.
Suggestion: In general, it is always negotiable, fair and
equal bargaining power.
It is very high risk if the contract is made by one sider of a
Party without option to negotiate and discussion on its
warranty/guaranty.
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DEFAULT CLAUSE
Its statement of reason and/or brainstorm on each step if
there is any possibility of default clause to be done by the
Seller/Service Provider.
Its statement of reason and/or brainstorm on each step if
there is any possibility of default clause to be done by the
Buyer/Service Receiver.
To consider as default clause, it can be a failure
obligation/warranty/guaranty of the Parties to the contract.
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There are three main exceptions in the default clause:
Death of the Parties;
Incapacity of the Parties; and
Force Major
Suggestion: Its statement of reason and/or brainstorm on
each step if there is any possibility and discussion before
signing the contract or even before accepting the offer.
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TERMINATION CLAUSE
With a result of default clause, a Party and/or the Parties can
terminate the contract.
Without a result of default clause, a Party and/or the Parties
may terminate the contract with such consideration,
compensation and/or to what extent of penalty, if any.
Suggestion: In general, it is always negotiable, fair and
equal bargaining power.
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MISCELLANEOUS PROVISIONS
The provisions of this contract shall be binding upon the
heirs, personal representatives, successor and assigns of
the Parties.
Suggestion: This is important when we are a business deal
with a big amount of payment and/or a longer performing
contract obligation.
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Any notice or other communication required or permitted to
be given under this contract shall be in writing in the English
language, shall be delivered by hand or by registered mail to
the addresses of the Parties first given above or such other
addresses as the Parties shall designate in writing from time
to time. All notice shall be deemed effective upon receipt.
Suggestion: It is generally dependence on the Parties to the
contract in case they are foreigner but doing business in
Cambodia. However, it may be also considerable for any
notice to be made in Khmer Language.
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This contract is made in the English Language. Should this
contract be translated into any other language, this English
language version shall prevail in case of any discrepancy
between this English version and any translated version.
Suggestion: To enforce the contract against the Parties, it
depends and is enforceable. However, to enforce the
contract at the court where the contract is made, save for in
Cambodia, it is also considerable for contract to be made in
Khmer Language (compulsory requirement).
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No waiver of any provision of this contract shall be deemed or shall constitute, a waiver of any other provision. No waiver shall be binding upon the Parties making it unless it has been made in writing.
This contract constitutes the entire agreement between the Parties pertaining to its subject matter, and it supersedes all prior or contemporaneous agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this contract shall be binding unless made in writing and signed by the Parties
Suggestion: All contractual arrangements, draft, review, amendment, modification, notice, under Cambodian laws, are required to be done in writing.
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If any term of this contract is invalid or unenforceable, the
remainder of this contract shall be valid as written to the
fullest extent permitted by applicable laws.
Suggestion: This is optional clause in the contract that any
clause to be stated in the contract does not valid and
compliance with the applicable law. It does not mean that
they would have any effect on the remaining clauses in the
same contract that is made.
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Governing law of this contract shall be governed by the laws
of the Kingdom of Cambodia where such laws exist and
supplemented by the laws of the Singapore where no
relevant Cambodian law exists.
Suggestion: Generally in Cambodia, the place of signing
contract is where the place of its governing law. However,
Cambodia is not an obvious place for contractual
arrangement yet due to lack of rule of law. Theoretically,
there are many loose in its regulation and practically,
contract is not full enforceable in Cambodia. Therefore, for
us, it is priority to consider a safe enforcement method, save
for the choice of supplementary law at the foreign country is
optional and workable.
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Suggestion: Dispute Resolution Clause:
If any disputes shall arise between the Parties as to the
interpretation of this contract or as to the rights, duties or
liabilities of either party or as to any matter or thing of
whatsoever nature arising there under or in connection
herewith, the Parties shall cooperate to reach an amicable
resolution.
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If, after four (4) weeks from the notification of such disputes, the Parties have been unable to resolve the disputes, either party may submit to binding arbitration under the rules of arbitration of the Singapore International Arbitration Center (the “SIAC”) then in effect by one arbitrator appointed in accordance with the said rules. The decision of the arbitrator shall be binding on all parties. The place of arbitration shall be Singapore, unless the Parties determines that the place of arbitration is any other jurisdiction. The arbitration tribunal shall be composed of one arbitrator appointed by the Chairman of the SIAC. The language to be used in the arbitral proceeding shall be in English. The costs of such arbitration shall be determined by the arbitral tribunal in its award.
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Noted that, generally in Cambodia, the place of signing contract is where the place of its enforcement of the contract. Therefore, to some of the contractual parties, they may prefer Cambodian court is one of their option.
This contract is made in three (3) originals in the English language. Each Party hereto has retained one (1) original version of this contract and one (1) original version has been retained by the attorney at law. Having read and understood the entire contents of this contract, the Parties hereby execute this contract by signing below in the presence of witnesses.
In witness hereof, the Parties hereby execute and agree to the terms and conditions of this contract on the date first set out above.
Suggestion: At least 3 original of contract shall be made and witness’s signature.
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CONCLUSION
A contract to be drafted and reviewed shall be followed these
below steps:
Check and verify background of the Parties to the
contract;
Submitted quotation, negotiation and approval;
Formality arrangement – authorized signature;
Confirm and agree on terms and condition;
Sign off date;
Witness arrangement;
Signature ceremony; and
Filing and archive.
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CALL FOR CONSULTANT
Mr. SENG Bun Huy
Partner @ AMAUTA ASIA
+855 (0)12 772 771
+855 (0)10 772 771
www.amauta-asia.com
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