In order to provide a basic reference basis for lawyers to engage in contract review business under the Contract Law, so as to ensure the quality of work and avoid the risk of practice, this guide is provided for reference in the business process。

1 Definitions and tips of this Guide

1.1 Contract review business as referred to in these Guidelines，It means that the lawyer accepts the commission of the client，The contract submitted for review is based on the client's request and the lawyer's judgment，By checking, checking, analyzing, etc，The activity of giving opinions on legal problems and other defects in the contract for reference by the client in decision-making or business negotiations，Changes to the text are not included。

1.2 The term "client" in these Guidelines includes a party who submits a contract to counsel for examination or is a party who is the subject of a contract。

The term "counterparty" as used in these Guidelines refers to the interests of the other party other than the principal in the contract to be reviewed。

1.3 The purpose of the transaction referred to in these Guidelines refers to the principal's motives for conducting the transaction or the economic objectives that the principal intends to achieve in the transaction in which the contract is submitted for review。

1.The term "buyer" as used in these Guidelines refers to a transaction party that obtains property, work results or services through payment of price or remuneration;The term "seller" as used in these Guidelines refers to a transaction party that transfers property or completes work or provides services in exchange for price or remuneration。

1.5 The work described in these guidelines focuses on the examination of the seller and the contract submitted by the seller from the standpoint of the buyer。In practice, we should pay full attention to the asymmetry between the buyer and the seller in terms of risk and responsibility。

1.6 The work content described in this guideline is for reference only when lawyers are engaged in contract review business operations, and is not used as a basis for judging lawyers' practice ability and mistakes。

2 Special matters in contract review

2.The contract review business generally only provides opinions on the problems existing in the contract based on the provisions of the law and the judgment of lawyers, and does not modify the terms。Unless a review is provided by correcting individual wording or clerical errors, the modification of a clause is a contract modification business。

2.In the examination, lawyers should note that in addition to national laws, administrative regulations of The State Council, and rules of departments under The State Council, there are also a large number of local regulations, autonomous regulations, separate regulations, and local government rules。These local laws and regulations may not lead to the invalidation of the contract, but may lead to administrative penalties or adverse litigation results for the parties, so it is necessary to pay full attention to the scope of relevant laws and regulations。

In addition, for the contents of anonymous contracts and the contents of contracts not explicitly stipulated in the provisions of the Contract Law, attention should be paid to the provisions of the general provisions of the Contract law and the general provisions of the civil law and other legal norms in the review, and according to the provisions of the contract law, refer to the relevant provisions of the contract Law on the sale contract。

2.The lawyer should be diligent in the contract review process，Try to find out and alert the client to adverse clauses in the contract，In particular, serious adverse terms or significant rights and interests are not agreed upon, and serious defects may cause the contract or part of its terms to be invalid，Avoid subjective judgment outside the law，To safeguard the legitimate rights and interests of the client and prevent the occurrence of professional risks。However, acceptance of these terms shall be at the discretion of the Principal。

2.4. All kinds of prices, quality requirements and term agreements in the contract are generally commercial terms, which should be reminded to determine by the client。However, lawyers should pay attention to the clarity of various commercial terms and unfavorable situations for the client, such as the consideration content included in the price, as well as the quality standards or special requirements, acceptance norms that need to be concerned about the purpose of the transaction, and remind the client to pay attention to the unfavorable factors。

2.The conclusion of the review shall be based on the law and facts, and shall be made after understanding the legal meaning of the contract terms in combination with the purpose of the contract and other provisions。Unless there is a clear legal basis and the basic facts provided by the client as a basis, it is not allowed to draw arbitrary conclusions from subjective assumptions to prevent practice errors。

3 Acceptance of the draft contract for review

3.1 When receiving the draft of the contract for review and supporting background documents and reference documents, the lawyer should avoid receiving the original as far as possible, so as to avoid management inconvenience or loss, damage or pollution。

If the original is required to be received and the client requires a lawyer to sign for it at the time of transfer, the relevant original must be signed for by the client or his designated staff member at the time of return。

3.2 If possible, the client shall be required to submit electronic documents for easy storage and modification and easy maintenance of the layout。

When receiving contracts submitted for review by electronic documents and supporting background documents and reference documents, the file name of the incoming manuscript shall be saved as a standard file name, including the client's font size, the nature of the document, and the date of submission for future management。

3.If the client has confidentiality requirements, you can choose to sign a confidentiality agreement with the client before starting work。The confidentiality agreement shall include such contents as the matters, scope and term of confidentiality。

If the client requests to return the documents after review, the handover and return situation shall be recorded and signed by both parties。

Article 4 Understanding of the purpose of submitting for examination

4.1 When receiving the documents, background documents and reference documents submitted by the client，Should take the initiative to ask the client the formation background of the contract submitted for review, the contract provider, the client is strong in the transaction and other information，In particular, it is necessary to make the client clear the purpose of the exchange to achieve, the main problems, in order to judge the work content, work priorities and other issues，In order to judge。

4.2. If necessary, the client shall provide the attachments required for the contract, the documents mentioned in the contract, the client's business registration, etc. according to the client's submitted contract draft and background, so as to obtain the correct contract review opinions。

For electronic documents submitted for examination by email, it may be agreed in advance that the client shall provide the key points of examination, work objectives, background information and other information along with the email at the same time of submission, so as to carry out the examination work。

4.3. If the client does not submit the background description and work objective description to the submitted draft, the lawyer may review the contract according to his own judgment as needed, or he may proactively ask the client for information such as transaction background and work objective to facilitate the completion of the work。

5 General principles for handling incoming manuscripts

5.1 Electronic documents submitted for review by the client shall be saved as standard document names and dated, and ancillary information shall be included in a dedicated folder。Any review will be on saved documents and the original documents will be retained for future verification。

5.2 For the paper documents submitted by the client for review, the original shall be retained after photocopying, regardless of whether the original is a photocopy or an original。Any review should be carried out on photocopies and all documents should be placed in folders for easy management。If possible, paper documents can be converted to electronic documents and reviewed on the basis of preserving the original。

5.3 For the review of the contract submitted for review, the legibility of the original draft and review comments shall be ensured as far as possible。

5.3.1 For electronic documents, review comments should be submitted in the form of annotations。If otherwise, care should be taken to change the font color to identify the original and to enclose the added content in parentheses。

5.3.For paper documents, the review comments should be submitted in the form of standardized proofreading symbols, etc., and the comments should be written in the blank of the paper page, and pay attention to prevent the original text from being unrecognizable。If necessary, the problem area should be marked with serial numbers, and a separate paper to explain the problem under each serial number。

5.4 For clauses in the draft that are not clearly expressed or whose intent is unclear, the lawyer may provide review opinions after asking questions and getting accurate answers。It can also be directly stated in the review opinion that the clause or the wording is incomprehensible, the meaning is unclear, etc。

Article 6 Review of internal problems

6.1. Examination of the qualification of the subject

For the transaction with qualification restrictions, the lawyer shall examine whether the business license, qualification, license and other aspects of the counterpart comply with the law。其中：

(1) For the examination of the business license, attention should be paid to judging the business term, business scope, annual inspection and other information of the counterpart according to its original to determine whether its identity conforms to the provisions of industrial and commercial regulations;

(2) For the judgment of the qualification level, the relevant qualification certificate should be reviewed to determine whether it is legal, effective and whether it is engaged in business activities within the legal scope;

(3) For some specific transaction content, it should be reviewed whether it conforms to the relevant production license or business license and other relevant licensing systems to determine whether there is a validity problem of the contract;

(4) For transactions involving the qualifications of practitioners, it should be combined with the needs of the principal or the needs of the performance of the contract to examine whether the specific personnel required in the performance of the contract have the corresponding qualifications。

6.2 Review the legality of the content

The legality of the contract shall be examined in accordance with the provisions of national laws, administrative regulations of The State Council, local regulations, various rules and regulations, and relevant international treaties (if any), in which the review of whether the contract may be invalid can only be based on national laws and administrative regulations of The State Council。Such reviews mainly include:

(1) In the process of reviewing the contract terms and signing the contract, whether it is suspected that the contract is invalid as stipulated in the contract law, the exemption clause is invalid, and the situation can be changed or revoked;

(2) Whether the agreement in the contract violates the mandatory provisions of laws and administrative regulations;

(3) Review whether the legal terms and technical terms used in the contract are standardized;

(4) To examine whether the quality standards of the subject matter of the transaction comply with the explicit provisions of the law;

(5) Review whether the name of the contract is consistent with the content and attributes of the contract, especially whether there is any conflict between the name of the named contract and the content of the contract。

For some contracts, it is necessary to examine the qualification of the contract subject to determine whether it is illegal or invalid。

6.3 Review of the practicality of the provisions

Lawyers can review whether there are practical clauses in the contract to avoid disputes or clarify rights and obligations according to the nature of the client's industry, product characteristics, and the situation of the counterpart。A contract review may not be conducted if it is a routine review or if the client does not need it。Such reviews include the following:

(1) Whether the respective responsibilities of the parties are defined according to the characteristics of the industry involved in the transaction;

(2) whether the provisions to avoid disputes are set according to the characteristics of the subject matter;

(3) whether a clause defining liability is set according to the characteristics of the breach;

(4) Whether to set practical terms according to the situation of the counterparty to the transaction;

(5) The effect of the manner and order of performance and the place of performance on the security of the client's transaction;

(6) The influence of the express or implied provisions of the contract on the client。

6.4 Review of the clarity of interests

When reviewing the contract, we should pay attention to whether the rights and obligations in the contract are clear, so as to avoid the parties' loss of rights and obligations due to unclear rights and obligations。Such reviews include identifiability and clarity。

(1) Whether the contents of the transaction are clear, specific, identifiable and enforceable;

(2) Whether the transaction procedure is clear, specific and time-bound, and the obligation belongs;

(3) Whether the dispute settlement method is clear, specific, time-limited, and the obligation belongs;

(4) Whether the rights and obligations between the provisions are unclear due to the problem of cooperation;

(5) whether the rights and obligations are unclear due to the imprecise expression;

(6) Whether the rights and obligations and the breach are identifiable;

(7) Whether the content of the annex is clear, whether it conflicts with the text of the contract, and if there is any conflict, whether there is an interpretation sequence。

6.5. Review of requirements satisfaction

Achieving the purpose of the transaction is the point of the contract, but if the client does not provide the appropriate background or requirements, the lawyer may not conduct such a review。Such reviews include:

(1) Determine whether the contract terms can achieve the purpose required by the client;

(2) Determine whether the subject matter, transaction method, transaction period, etc. can meet the transaction purpose of the client。

Article 7 Review of external issues of the Contract

7.1 Review of the structure system

The purpose of establishing the contract structure system is to determine the order of the contract terms and make them conform to the habit of reading, so as to facilitate the reading and understanding of the contract。The review of the structural system is generally only for the contract text formulated by the client itself and used for long-term use, unless the client has an explicit request, the text provided by the counterpart is generally not subject to such review。Such reviews include the following:

(1) Whether the contents of the contract are divided into several themes to facilitate the arrangement, understanding and use of the contents;

(2) whether the topics are clearly organized, reasonably divided, and separated from each other;

(3) Whether there is a chronological or sequential order in the performance of the contract between the subjects, so as to facilitate performance。

If it is necessary to review the contract, the structure system of the contract can be auxiliary marked to facilitate the follow-up work to ensure efficiency and quality。

7.2 Review of the completeness of the provisions

The purpose of this review is to determine whether the contract terms are complete through the headings of the various layers that have been established in the contract, and to check whether there are no clear clauses affecting the performance of the contract and rights and obligations。

For large contracts without a title system, this review can be conducted by sorting out the different levels of titles。Such collation is for review purposes only and may be used for subsequent revision。

(1) Determine whether the title system at each level is reasonable and complete;

(2) Determine whether the terms under the subheading are complete and whether the possibilities of assumptions are complete;

(3) Review whether the auxiliary provisions of the contract are complete and sufficient to clarify the order of the contract itself and meet the requirements for the performance of the accompanying obligations in cases such as dispute resolution。

7.3 Review the rigor of the contract

In reviewing the contract, the lawyer should pay attention to whether the thinking of the contract is rigorous, in order to prevent defects caused by the contract agreement is not rigorous, and to avoid disputes caused by unclear or conflicting agreements。The main concerns are:

(1) Whether certain circumstances are not agreed in the contract due to insufficient assumptions, resulting in unclear rights and obligations;

(2) whether there are prohibitive provisions but no liability for breach clauses, and similar contract clauses;

(3) whether there is a conflict of terms caused by inconsistent terms or keywords, or whether the clarity of rights and obligations is affected by inconsistent expressions;

(4) Whether the effective time of the contract is properly controlled, and whether the auxiliary terms are conducive to contract performance or dispute settlement。

7.4. Review of precision of statements

The written expression is the carrier of contractual rights and obligations, and lawyers should pay attention to the possible defects due to the expression problem when reviewing the contract。For such defects, if it is only a general review, as long as it does not cause ambiguity and does not affect the clarity of rights and obligations, it can be pointed out in a general manner without having to examine each one。

If the contract submitted for review is the client's text, especially if it is intended for long-term use, the defects should be pointed out item by item。These include:

(1) Whether the language style is suitable for the style of the contract;

(2) Whether the use of punctuation marks conforms to the usage specification;

(3) Whether the words and sentences conform to the specific expressions of legal documents;

(4) whether the connotation and denotation of the words or phrases are precise and accurate, and whether the reference relationship of the referring words is clear;

(5) whether the actor is clear, whether the receiver is clear, and whether the relationship between sentences is clear and smooth;

(6) Whether there are language ambiguities in the contract terms that seriously affect the realization of the transaction purpose and the performance of the contract。

7.5 Review of layout aesthetics

This review generally applies only to contracts submitted by the principal, drafted or arranged by the principal in the form of the principal's text, in particular contracts intended for long-term repeated use。In general, no such review is carried out on texts submitted by counterparties unless otherwise requested by the principal。

(1) Whether the typesetting of the contract is neat, beautiful and generous, and if the contract adopts the Chinese format, it shall be examined whether it conforms to the Chinese typesetting standards;

(2) The layout of the full text must be neat and uniform, whether there are different typesetting forms mixed use;

(3) Whether the use of serial numbers at different levels conforms to norms or customs, whether the serial numbers at each level are coherent and show a clear level, and whether the page numbers are continuous。

Article 8 Submission of contract review results

8.(1) No matter how the lawyer submits the examination results to the client, he shall keep the submitted and submitted manuscripts and file them for reference and data accumulation。

For the submission of work results in the form of electronic documents, it is also necessary to retain the original draft and submit review comments for the accumulation of work experience and future verification。

8.When the lawyer submits the contract review results, if the client submits paper documents and has no requirements for the submission of the work results, the client may directly submit the review comments by hand on the copy of the manuscript, and submit the work results in the form of return or copy and submit after the copy。

For work results submitted as electronic documents, they may be submitted by E-mail, especially if the mail is stored on the server, in order to preserve the evidence of submission。

8.3 If the client has clear instructions or because the relevant lawyer considers it necessary, it should be submitted in the form of a formal legal opinion。The legal opinion should describe the client's submissions and other supporting materials, the client's introduction to the background, the client's request for examination, and the law under which counsel's examination and analysis are based, as well as the conclusion of the examination。

Under normal circumstances, when providing work results, it should be noted that the above comments are for reference only。

8.4. When submitting the examination results, the lawyer shall fulfill the attached obligation to inform the client of the scope of the examination and the content that the client needs to master, so as to prevent the client from causing losses due to misunderstanding or misunderstanding。

In particular, the content that should be decided or reviewed by the client should be clearly informed。If the review time requested by the client is very urgent, it should be indicated that the client can only provide the current opinion because the time required is relatively tight。

8.5 Unless the client waives the request due to time constraints, the review opinion submitted by the attorney shall be a formal conclusion in plain language and accurate views, and shall not have any defects in presentation or law, nor shall there be any inconsistency with the review requirements。

Questions that cannot be confirmed should be clearly informed, and positive conclusions should not be given based on subjective judgment。

8.The contract review opinions submitted by the lawyer should conform to the practice standards and professional ethics, and the problems existing in the original draft or the terms of the counterpart should be objectively commented on rather than belittled。

Except for the legal problems or other defects existing in the contract, the client's attention through reminders, comments and other means, whether the transaction should be done is not within the scope of the lawyer's work, and should not be put forward as a contract review opinion。

8.7. After submitting the work results, the lawyer should take the initiative to pay attention to the client's feedback in order to find the problems in the work and accumulate work experience, so as to facilitate the continuous improvement and improvement of the work quality。