Address: London 2012 One Churchill Place London E14 5LN United Kingdom
地址: 英国伦敦
电话:Tel: 0203 2012 000
THIS EQUIPMENT RENTAL CONTRACT (this “Contract”) is made of the Date    by and between:
本设备租赁合同(以下称“合同”) 于  年 月 日由以下各方签订:
Whereas, LONDON OLYMPIC BROADCASTING DEPARTMENT UNDER LONDON OLMPIC ORGANIZATION COMMITTEE, an department under authorized by the COMMITTEE, assume all obligations concerning television transmission of the Games according to the Host City Contract among and International Olympic Committee, the City of London and COMMITTEE.
C.Whereas, for the purposes of producing the television and radio coverage of
the Olympic events to be held at London and elsewhere in Britain during the Games
, PARTY B requires the installation and use of certain broadcasting elevator camera cranes as set forth at Appendix A hereto, and each satisfying the specifications also set forth at Appendix A (the “Specifications”).PARTY A shall be liable for providing and transmission system integration, engineering design and engineering installation
of digital video systems, audio systems and satellite transmission systems in
the broadcasting, film and television field, includes track/elevator camera cranes suitable for the mounting of broadcasting cameras and ancillaries for use in the broadcasting including major sporting events such as the Olympics. PARTY A is in the market for leasing the Equipment and accordingly, the Parties have agreed that, for the consideration herein, PARTY A shall lease the Equipment to PARTY B and provide the Technical Support throughout the Term subject to the term and conditions set
forth in this Contract.
鉴于:为在奥运会期间制作将在伦敦和英国其它地方举办的2012奥林匹克运动会比赛项目的电视和广播节目, 乙方需要安装和使用本合同附件A中规定的某些转播升降摄像机摇臂,每个转播升降摄像机摇臂还应符合附件A中规定的规格(“规格”)。甲方是在广播、电影和电视领域中提供和开发数字视频系统、音频系统和卫星传送系统的系统开发、工程设计和工程安装,范围包括适于架设转播摄像机及其附属设备的跟踪/升降摄像机摇臂,用于转播奥运会体育比赛。甲方有意租赁设备,因此,双方已同意:根据本合同的对价,在本合同期间内,甲方将按照本合同规定的条款和条件向乙方出租设备并提供技术支持。
D.After friendly consultations, the Parties hereby, based on the principles
of equality, mutual benefits, fairness and justice, enter into this Contract as
1.1 Definitions. As used in this Contract, the following terms have the
following meanings:
“THE COMMITTEE’’ means the London Organizing Committee for the Games of the XXIX  Olympiad.
“Confidential Information” means all information concerning any Olympic Authority, PARTY B, the Games and the Paralympic Games, in whatever form embodied
and however obtained, whether before or after the date of this Contract, including, without limitation: (a) the content of this Contract, (b) all information relating to the business, affairs, operations, activities and plans of the Olympic Authorities and PARTY B, (c) all information concerning the officials, officers, directors, trustees, members, employees, personnel, consultants, advisors, agents, representatives and volunteers of the Olympic Authorities and PARTY B, (d) all information concerning any Olympic Supporters, and (e) all trade secrets, know-how, Specifications, techniques, processes, methods, strategies and projects of the Olympic Authorities, Confidential Information does not include (i) information that is in the public domain, (ii) information that becomes generally available to the public other than as a result of a disclosure by a Party hereto or by a third PARTY Acting under the authority of or for the benefit of or on behalf of thePARTY A, in violation of this Contract, and (iii) information that was verifiably known by a Party or in its possession prior to disclosure by the other Party.
“Force Majeure” means an event or circumstance which, from an objective
viewpoint, is unforeseeable, unavoidable and is beyond the control of the Party
that is affected by its occurrence (the “Affected Party”), which (event or
circumstance) is unavoidable even if the affected Party exercised the utmost
diligence, and prevents the affected party from performing a distinct part or
all of its obligations and/or from exercising any of its rights arising under
this Contract, including but not limited to floods, riots, explosions,
pandemics or epidemics, wars, acts of terrorism or hostilities that are beyond
the control of either party, but excluding fires in the facilities of the
Affected PARTY And any strikes or other industrial action against the Affected
PARTY And also excluding any financial problems of the Affected Party.
“Games” means 31th Olympic Games to be held principally in London currently
proposed to take place the 14th Paralympic Games proposed to take place in London .
“IBC” means the International Broadcast Center to be established as a radio and television production complex at which PARTY B will receive, produce and distribute the International Television, Video, and Radio signals (“ITVR”) generated at the Games Sites.
“IOC” means the International Olympic Committee.
“OBS” means Olympic Broadcasting Services.
“OLYMPIC AUTHORITIES” is the collective term for THE COMMITTEE, the IOC, the IPC and the
“OLYMPIC MARKS” means all trademarks, service marks, trade names, mottoes, logos
and other means of identification belonging to any party that are based upon,
related to, integrate or otherwise embody any combination of the Olympic Symbol,
the words “Olympic”, “Olympiad” or “Citius Altius Fortius” and/or any other
intellectual property of any OLYMPIC AUTHORITY, including, but not limited to,
all marks provided for in the Olympic Charter or the Host City Contract or
protected by the Olympic Marks Regulations.
“OLYMPIC SUPPORTERS” means any third PARTY Authorized to use Olympic Marks to
indicate or connote a partnership, sponsorship, relationship with the PARTY A
and licensees or any other relationship with (a) any Olympic Authority and/or
(b) the Games or the Paralympic Games.
“Specifications” means the specifications relating to the Equipment as set forth
at Appendix A attached hereto.
“Technical Support” means technical support provided byPARTY A to PARTY B relating
to the installation, use and positioning of the Equipment.
“Venue(s)” means the official sites and locations where the physical
competitions of the Games are to be held, including associated stadiums and
other spectator viewing areas.
“Equipment Unit Rental Rates” refers to the per unit equipment rental prices,
for the rental period as defined herein, for the Equipment set forth at Appendix
B hereto.
“Equipment” is the collective term for the Specifications compliant broadcasting
elevator cranes appropriate for the mounting of broadcasting cameras and related
broadcasting equipment to be leased by PARTY B from PARTY A; a preliminary list of
the Equipment requirements is set forth at Appendix A.
“Rental Period” means the period of time during which the Equipment shall be
leased by PARTY B and shall commence on the day that the Equipment is delivered by
Supplier at the Fieldshop until the day the Equipment is returned by PARTY B to the
Fieldshop for pick-up by PARTY A following completion of the Games or upon the
earlier termination of this Contract.
1.2  Other capitalized terms  其它大写词语
Other capitalized terms shall be defined in the following sections hereof and in
the Appendix(s) hereto. The term “Parties” herein means the parties to this
1.3 Interpretation  解释
Unless expressed to the contrary in this Contract: 除非本合同中有相反规定,在本合同中:
1.3.1 words importing the singular include the plural and vice versa;
1.3.2 a gender includes the other gender;表示某一性别的词语也包含其它性别;
1.3.3 if a word or phrase is defined, its other grammatical forms have a
corresponding meaning; and
1.3.4  headings do not affect the interpretation of this Contract.
2.1  Subject to the terms and conditions of this Contract, and in consideration of the rental amount (the “Rental Price”)PARTY A agrees (a) to lease to PARTY B, for use by PARTY B, the quantities of Equipment to be ordered by PARTY B pursuant to lease orders and otherwise in accordance with the terms and conditions herein, and (b) to provide the Technical Support to PARTY B in accordance with Article 4.12 herein. The Equipment Unit Rental Rates are inclusive of the professional fees payable toPARTY A for any Technical Support rendered by PARTY A to PARTY B during the Term of this Contract.
根据本合同的条款和条件,并考虑到租金数额(“租金价格”),甲方同意:(a)按照租赁订单或根据本合同的条款和条件向乙方出租并供乙方使用乙方拟订购数量的设备;并(b)根据本合同第4.12条的规定向乙方提供技术支持。设备单位租金率包括在本合同期间对甲方向PARTY B提供的任何技术支持而应付给甲方的专业费用。
2.2  The Rental Price shall be calculated in accordance with the Equipment Unit
Rental Rates set forth at Appendix B hereto. Equipment Unit Rental Rates are
inclusive of business taxes and all other taxes. PARTY A warrants that under no
circumstances shall the Equipment Unit Rental Rates be amended for the duration
of the Term of this Contract.
第3条 PARTY B和甲方之间的协调组
3.1  The PARTY A shall appoint one Project Manager to deal with daily affairs relating to the lease of the Equipment and in order to properly deal with various issues which may arise during the leasing of the Equipment. It is thereby understood and agreed by the PARTY A that the Project Manager shall be experienced professional in the cranes, dedicated to the scope of this Contract, shall be available for contact on a 24/7 basis and shall have the authority to give directions and orders to the PARTY A’s Technical Crew. The PARTY B contract administrator will be responsible for coordinating wit PARTY A the performance of PARTY A’s obligations hereunder and for determining for PARTY B the adequacy, acceptability and fitness of the Equipment and any Technical Support furnished hereunder.
3.2  Equipment Selection. In order to facility PARTY A’s planning and manufacturing requirements, on or before       , PARTY B shall review the size, dimensions, quantities, and model types of PARTY A’s broadcasting elevator camera cranes and for identifying the specific Equipment to be leased by PARTY B prior to and during the Games. PARTY B shall draft a preliminary list of Equipment requirements for the Games together with details of preliminary Equipment delivery dates. PARTY B will confirm the final delivery dates in the orders for the Equipment.
设备选择。为给甲方的规划和制造要求提供便利,乙方将于     或之前到甲方的工厂,目的是审查甲方的转播升降摄像机摇臂的尺寸、规格、数量和型号,并确定在奥运会之前和奥运会期间乙方拟租赁的具体设备。乙方应当起草一份奥运会设备要求的初步清单,以及设备最初交付日期的具体规定。乙方将在设备订单中确定最终交货日期。
3.3  Changes in Scope. PARTY B and PARTY A shall direct any matters pertaining to this Contract, including, without limitation, any changes to the scope of work to be performed by PARTY A hereunder, to the PARTY B by mail. Any changes to the scope of work to be performed by PARTY A hereunder, and/or the pricing for such work, and/or the assumption of any obligation by PARTY B, which may have any financial implication, will require the written authorization by the PARTY B contract administrator prior to the implementation of such changes by PARTY A or the assumption of any obligation (other than as specifically provided for herein) by PARTY B.
4.1  In addition to the Equipment ordered pursuant to Articles 4.1 and 4.2 herein, PARTY A shall additionally include all necessary spare parts, tools, machinery and technical equipment required by PARTY B in order to unpack, install, commission, test and ensure the full functionality, servicing and maintenance of the Equipment.
4.2  Additional Equipment Requirements. In the event that PARTY B orders any additional quantities of Equipment, PARTY A shall use its best efforts, to satisfy such additional order by PARTY B by the agreed delivery date and shall provide updates to PARTY B regarding progress made in meeting the additional order. The Equipment Unit Rental Rates hereto shall apply to any additional items of Equipment ordered by PARTY B pursuant to this Article 4.4.
4.3  Equipment Modifications. PARTY A shall keep PARTY B appraised of the development and availability of any new features that may be installed on Equipment. In the event that PARTY A develops any such new equipment features, PARTY B shall have the right to modify any outstanding order and/or to place an additional order for any of such new features and PARTY A shall be under the obligation to supply to PARTY B such new features as may be ordered by PARTY B pursuant to the provisions of this Article 4.5.
设备修改。甲方应使乙方对设备中可能安装的任何新特性的开发及有效性进行评估。如果甲方开发了任何新的设备特性,乙方应有权对任何未结算的订单进行修改和/或下额外的订单购买该新特性;并且,甲方应当有义务根据本第4.5条的规定向PARTY B供应PARTY B可能订购的任何此等新特性。
4.4  Delivery. PARTY A shall deliver all Equipment to the Fieldshop on the delivery dates set forth in the relevant orders. PARTY A shall be responsible, and at its own costs, for the transportation and logistics pertaining to the delivery of the Equipment to the Fieldshop. For the sake of clarity, the Equipment Unit Rental Costs are inclusive of Equipment transportation, logistics (delivery and removal) costs and transaction taxes.
4.5  Condition and Maintenance of Equipment. PARTY A shall supply the Equipment in top performing condition fit for mounting broadcasting cameras for use in television coverage of the Games. All items of Equipment to be supplied herein shall be fit for the purpose for which they will be ordered. PARTY B shall have the right to reject any item of Equipment that it determines does not meet the Specifications. Any maintenance deemed necessary to bring the condition of  Equipment up to the level of performance required hereunder shall be performed by PARTY A at its own expense (or, if PARTY A is unable to do so in a timely fashion, by qualified PARTY B personnel or PARTY B’s qualified agents at PARTY A’s cost and expense). PARTY B shall have a right of set-off against amounts otherwise owing to PARTY A for such upgrades and any maintenance performed by PARTY B or its agents that is the responsibility of PARTY A at industry standard prices/rates (at market rates) for parts and labor.
设备条件和维护。甲方应当以适于架设转播摄像机以供在电视报道奥运会中使用的最佳履行条件提供设备。本合同中拟提供的所有设备项目均应适用于订购这些设备项目的目的。PARTY B应当有权拒绝接受其认为不符合规格的任何设备项目。任何被视为能将设备的条件达到本合同所要求的履行水平的必要维护均应当由甲方自负费用履行(或者,如果甲方不能及时这样做,由有资格的乙方人员或乙方的合格代理人进行,费用由甲方支付)。乙方应有权按零件和劳动的行业标准价格/费率(以市价)对该更新和乙方或其代理人履行的为甲方责任的任何维修抵消所欠甲方的其它金额。
4.6  If the Equipment fails to pass PARTY B’s inspection for compliance with the Specifications within three (3) days of delivery then PARTY B shall assess if the
Equipment can be modified or adjusted at a reasonable cost to achieve compliance. PARTY B shall obtain PARTY A’s consent prior to arranging any Equipment modification/ adjustment; PARTY A warrants that it shall promptly reimburse PARTY B for all agreed modification/ adjustment costs by way of agreed deduction from the Rental Price.
如果设备在交付的三(3)天内未能通过乙方的符合规格检查,那么,PARTY B将评估设备是否能够以合理的费用修改或调整以达到符合规格。乙方在安排修改/调整设备之前应当取得甲方的同意;甲方保证其将以双方约定的从租金价格中扣款的方式,及时向乙方报销双方同意的所有修改/调整费用。
4.9  If PARTY B assesses that the Equipment or any part thereof cannot be modified
to achieve compliance with Specifications, then the Equipment or relevant part
shall be returned to PARTY A at PARTY A’s expense, and PARTY B shall not be under
an obligation to pay the referable Rental Price.
4.8  Branding. Upon delivery, the Equipment shall not feature any names (including manufacturer’s name), logos, corporate color schemes, branding or any advertising marks, paraphernalia or identifications (collectively the “Branding”). Without prejudice to the generality of the provisions on confidentiality set forth herein, PARTY A shall have no right to – and shall not - advertise or otherwise disclose or publicize its lease of the Equipment to PARTY B, at any time.
4.9  Taxes. PARTY A and PARTY B shall each be responsible for their respective tax liabilities that are levied under the laws and regulations of Britain. The Rental Price shall be inclusive of all applicable taxes (such as business tax or similar taxes) and all personal property taxes assessable on the leasing of the Equipment by PARTY A to PARTY B, whether any such tax is levied on Supplier or PARTY B. PARTY A confirms that the Equipment is manufactured by Supplier in Britain and consequently, no import duty or tariffs shall be levied on the Equipment.
4.10   Technical Support. At no additional cost to PARTY B, PARTY A shall provide technical crew who shall be qualified and experienced technician’s capable of providing Technical Support to PARTY B. During the Games, Supplier’s technical crew shall be available on a 24/7 basis to provide PARTY B with technical support including the replacement of Equipment if required.
5.1  Return of Equipment.  归还设备。
5.1.1  Following completion of the Games or the earlier termination of this Contract, and subject to Articles 5.1.2 and 5.1.3 below, PARTY A shall undertake the prompt disassembly and packing of the Equipment at the Venues with the reasonable assistance of PARTY B’s technical staff; such disassembly and packing shall be undertaken strictly:
在奥运会结束后或本合同提前终止后,根据以下第5.1.2 条和第5.1.3条的规定,甲方应当乙方的技术人员的合理协助下,及时从场馆将设备进行拆卸和包装,该拆卸和包装应当严格按照以下规定进行:
(i) after PARTY B has removed the cameras from the Equipment with the reasonable
assistance of PARTY A;
(ii) in accordance with THE COMMITTEE’s Venue Access Plans, and;
(iii) in accordance with all BRITAIN statutory health and safety laws and
THE COMMITTEE’s Venue Access Plans provide for short timescales being made available to the PARTY A and its technical crews for undertaking such tasks. PARTY A shall ensure that its technical staff are available and ready to disassemble and pack the Equipment during the time allotted in THE COMMITTEE’s Venue Access Plans. Disassembly and packing of the Equipment shall be undertaken by PARTY A at PARTY A’s sole expense and with the reasonable assistance of PARTY B technical staff.
5.1.2  EXCEPT FOR any of the Equipment necessary for use during the Paralympic Games, upon the completion of the or upon termination of this Contract for any reason whatsoever, PARTY A shall disassemble and pack the Equipment at the relevant Venues not later than August 31, 2012. Within 24 hours of disassembly and packing by PARTY A, PARTY B shall transport the Equipment to the Fieldshop and shall advise PARTY A upon its arrival at the Fieldshop; PARTY A shall arrange pick-up of the Equipment from the Fieldshop within 48 hours of being so notified.
5.1.3  Upon the completion of the Paralympic Games or upon termination of this Contract for any reason whatsoever, PARTY A shall disassemble and pack the remainder of the Equipment from the Venues. Within 24 hours of disassembly and packing by PARTY A, PARTY B shall transport the remaining Equipment to the Fieldshop and shall advise PARTY A upon its arrival at the Fieldshop; PARTY A shall arrange pick-up of the remaining Equipment from the Fieldshop within 48 hours of being so notified.
5.1.4    For the avoidance of doubt it is clarified that PARTY A shall be exclusively responsible for the disassembly and packing of the Equipment upon the completion of the Games as set forth at Articles 5.1.2 and 5.1.3 herein, or upon termination of this Contract, and PARTY A shall be liable to indemnify PARTY B fully in the event that any loss or damage is caused to any item of equipment of PARTY B during the disassembly and packing of Equipment as per the above.
5.2  It is explicitly agreed that PARTY B shall not be responsible for any lost, stolen or damaged Equipment, spare parts, tooling, machinery and equipment for servicing and maintenance and that it will be PARTY A’s responsibility and at its own expense to insure the Equipment to be supplied to PARTY B. For the avoidance of doubt, it is clarified that PARTY A shall bear one hundred percent (100%) of all the risk of any financial loss due to any loss of or damage to or destruction of any items of Equipment, spare parts, tooling, machinery and equipment for servicing and maintenance to be supplied by PARTY A hereunder and that PARTY B shall bear no of any financial risk whatsoever [zero percent (0%)] of loss due to loss, damage, or destruction of any items of the said items howsoever arising and due to whatever reason.
6.1  Payment of Rental Price and Professional Fees. The Rental Price shall be payable to PARTY A as follows:
Following delivery of the Equipment to the Fieldshop and subject to receipt of pro-forma invoice, sixty per cent (60%) of the Rental Price, and; Subject to receipt of pro-forma invoice, forty per cent (40%) of the Rental Price
设备交付至工作现场后并须收到形式发票后,支付百分之六十(60%)的租金价格;且 在收到形式发票后,于2008年9月30日支付百分之四十(40%)的租金价格。
All payments under this Contract shall be denominated and payable in USD and shall be paid to PARTY A by wire transfer to the following bank account:
6.2 PARTY A’s commercial pro-forma invoice shall contain the names and addresses of the Parties, and shall accurately describe the Equipment and components, trademarks, quantity, unit price, total Rental Price of the Equipment, and transaction taxes.
6.3 Entire Consideration. For the avoidance of doubt, it is clarified that the payments to PARTY A, as set forth in this Article 7, constitute the full and complete compensation of PARTY A for the supply of the Equipment and Technical Support to PARTY B under this Contract, and includes the full and complete reimbursement of any and all PARTY A’s costs to be incurred in connection with the discharge of PARTY A’s obligations under this Contract. PARTY B shall not be liable to pay any additional fees, expenses or indemnities to PARTY A, other than as specifically provided herein or as may be agreed between the Parties in writing.
6.4 PARTY B’s sole financial obligation to PARTY A is the payment of the amounts specified in this Article 7, and under no circumstances will PARTY B be held liable to indemnify any expenses of PARTY A unless PARTY A has requested in writing the approval of such expenses and that such expenses have been approved specifically and explicitly in writing by the PARTY B’s Contract Administrator (or any other person designated by PARTY B’s Contract Administrator in writing) prior to Supplier’s incurring them.
7.1  In the event that PARTY A fails to deliver the Equipment or any part thereof to PARTY B on the agreed delivery dates, PARTY A shall be liable to pay a daily penalty to PARTY B of the sum of five thousand US Dollar(USD5,000) for each day that PARTY A is in default. The Parties agree that (i) such penalty shall be deducted from the Rental Price due to PARTY A, and (ii)PARTY A’s commercial invoice shall state such deduction. If PARTY A fails to deliver all the Equipment to PARTY B within five days of the due delivery dates in each case, PARTY B may elect to terminate this Contract and source alternative equipment with another party, and PARTY A hereby indemnifies PARTY B for the price differential between the Rental Price (prorated for the number of broadcasting elevator camera cranes and ancillary equipment not delivered) and the sum required to lease (or purchase if leasing is not available) alternative broadcasting elevator camera cranes and ancillary equipment in substitution for such of the Equipment not delivered.
8.1 PARTY A hereby warrants and represents to PARTY B the following, viz., THAT:
甲方特此向PARTY B进行如下担保和声明,即:
(a) It has full power, authority, and legal right to enter into this Contract and that the authorized representative whose signature is affixed hereto has been fully authorized to execute this Contract and to bind the Supplier thereby.
(b) It has performed all necessary duties and obtained all necessary authorizations, and other permits, approvals and authorizations for the valid execution and performance of its obligations under this Contract.
(c) It is under no contractual or other legal obligation, which would in any way interfere with the full and prompt performance of its obligations hereunder, and;
(d) It will fully perform its obligations and commitments under this Contract.
8.2 PARTY A agrees to indemnify PARTY B against any claims, losses, liabilities, costs (including legal costs), proceedings, and expenses that PARTY B may suffer or incur arising out of or in connection with any of the representations, warranties, or undertakings of the PARTY A contained in this Contract being untrue, misleading, misrepresentative or breached.
9.1  Limited Purposes. PARTY A shall use the Confidential Information only for
the purpose of leasing the Equipment pursuant to this Contract and shall make
no use of, nor authorize the use of, any Confidential Information, in whole or
in part, for any other purpose.
9.2 Non-Disclosure.  Without the prior consent of PARTY B or THE COMMITTEE, as the case may be, PARTY A agrees not to disclose any Confidential Information, in any manner
whatsoever for any purpose, to any third party other than PARTY A representative(s) who have a legitimate need to know such information to assist Supplier in exercising their rights and performing their obligations under this Contract. PARTY A agrees and undertakes to make all PARTY A’s representative(s) who will receive any Confidential Information, having a legitimate need to know such information, aware of the confidentiality of the Confidential Information and to take all such steps as may be necessary to ensure compliance by al PARTY A representative(s) with the provisions of this Article.
9.3 Information concerning the Rental Price and the contents of this Contract, including Appendix B, and discussed between PARTY B and PARTY A from time to time
shall be the business secrets of PARTY A.
9.4 Survival. The provisions of this Section 9 shall survive the expiration or
termination of this Contract for a period of ten (10) years
第10条 责任、承诺、不可抗力、保险
10.1 PARTY A’s Indemnity    甲方的赔偿。
The PARTY A shall indemnify, keep indemnified, and hold harmless PARTY B and its Shareholders, Directors, Officers, Employees, Members, Representatives, and Agents from and against any and all claims, demands, damages, liabilities, actions, proceedings, penalties, fines and expenses, including, without limitation, reasonable court costs and attorney’s fees, which are caused directly by the PARTY A’s breach, willful negligence or omission, in any manner arising out of or related to:
(i) The actions, malfunctions, failure to act, or omissions whether intentional or unintentional of the PARTY A and or PARTY A’s Equipment (if applicable) in performing this Contract, including, without limitation, injury to persons, property and goodwill;
(ii) The performance of the PARTY A’s obligations and responsibilities hereunder; or
(iii) The performance or non-performance of the Contract b yPARTY A; or
(iv) Any breach by PARTY A of any warranty, representation or other provision of this Contract; or
(v) Any infringement by PARTY A or its representatives, of any trademark or trade name; or
(vi) Any violation of the right of privacy, any defamation or any violation of any copyright or a other right or interest of any third Party By any material incorporated by the PARTY A or its advertisers, agents or affiliates in the broadcast of the GAMES, or promotions thereof; or
(viii) Any claim of taxes including interest and penalties owed or owing as
a result of any payment made or to be made to the PARTY A by PARTY B; or
对PARTY B向甲方已支付或将支付的款项所产生的未付或应付的税费(包括利息或罚款)的任何索赔;或
(ix) Any representation, whether actual or alleged by the PARTY A that
thePARTY A is in a partnership (in the legal sense), a joint venture, agency,
or any other similar relationship with PARTY B and/or THE COMMITTEE whether as a result of
negligence (actual or alleged), intentional act, or failure to act or otherwise.
(x) Any loss or damage caused to PARTY B or to any third PARTY At the Games Sites, including but not limited to any destruction of property or any damage to vehicles, equipment and/or accommodation premises.
(xi) For the avoidance of doubt, the PARTY A shall be liable to PARTY B and HEREBY INDEMNIFIES and HOLDS HARMLESS both PARTY B and all third parties from and against
any and all losses and damage that may be caused to either PARTY B or to any such
third parties where such loss or damage is caused by or arises from the negligent and/or intentional acts or omissions of the PARTY A in leasing the Equipment pursuant to this Contract, including any loss or damage caused by the use of equipment by the PARTY A regardless of whether such equipment is owned or non-owned by the PARTY A.
10.2 Warranty and Limitation of Liability. PARTY A understands that PARTY B has based its planning concerning the successful implementation of the broadcasting of the Games, which constitutes part of a key objective of PARTY B’s incorporation and operation (i.e., the task of producing the international radio and television signal of the Games) on the complete, timely and correct (free of any defects) performance of PARTY A’s obligations arising hereunder.
Supplier warrants to PARTY B that the supply of the Equipment will be made and rendered in a timely manner and upon delivery of the Equipment to PARTY B, that the Equipment: (i) shall be new and unused technically correct and free of any material technical defects when acquired by PARTY B for use during the Games; (ii) has not been damaged and conforms in all respects to the Specifications including all qualitative specifications set forth at Appendix A hereto; (iii) is equipped with safety features and devices as are normal and incidental to the operation of broadcasting elevator camera cranes and ancillary equipment in the nature of the Equipment; (iv) it has or shall have at all relevant times good and marketable title to the Equipment, and it has or shall have at all relevant times a full and unrestricted right to lease the same to PARTY B pursuant to this Contract; (v) is free from encumbrances, mortgages, liens or pledges of any description, and (vi) is fit for the Intended Purpose, and shall be free from defects in materials and workmanship/ craftsmanship under normal use and service until the end of the Term of this Contract (the "Warranty Period").
10.3 PARTY B warrants to PARTY A that it will fully perform its obligations
and commitments under this Contract.
10.4 Consequential Damages: PARTY A has been informed by PARTY B that the lease of the Equipment and the provision of the Technical Support to PARTY B hereunder is required for various projects related to PARTY B’s position as Host Broadcaster of the Games and that PARTY B is or will be obligated to various third parties through contracts in connection therewith (the “Third Party Contracts”). PARTY B must accomplish certain phases of production and broadcasting by specified dates and broadcast the events of the Games in accordance with the various Third Party Contracts, or it will be subject to claims for damages, penalties and loss of profits, the extent and amount of which are incapable of reasonably accurate valuation as of the date hereof. Accordingly, PARTY A hereby indemnifies and holds PARTY B and the Olympic Authority harmless from and against any actions, claims, losses, liabilities, costs (including legal costs), proceedings, and expenses that PARTY B and/or the Olympic Authority may suffer due to a breach of its/their obligations under the Third Party Contracts arising from any breach or non-performance of this Contract by PARTY A.
10.5  Force Majeure   不可抗力。
Where the Affected Party is unable to perform the Contract (or part thereof) due to the occurrence of an event of force majeure, the Affected Party shall immediately notify the other Party in writing in order to reduce the potential losses sustained by the other Party, and the Affected Party shall also provide independent evidence of the occurrence of the event of force majeure within five (5) BRITAIN business days following the occurrence of the event of force majeure. If an event of force majeure occurs, neither Party shall be responsible for any damages, increased costs, or losses sustained by the other Party By reason of such failure or delay in performance, and such failure or delay shall not be deemed to be a breach of this Contract. Neither Party shall be released from its delay in performance of the Contract before the occurrence of any force majeure event. PARTY B shall have the right to decide whether to continue or terminate this Contract by providing a written notice toPARTY A if the performance of the Contract is suspended for at least twenty (20) calendar days
due to the occurrence of an event of force majeure.
因不可抗力事件发生,导致受影响方无法履行本合同(或本合同的任何部分),受影响方应立即书面通知对方以减轻对方可能遭受的损失,受影响方还应在不可抗力事件发生后的五(5)个工作日内提供不可抗力事件发生的独立证据。如果发生不可抗力事件,任何一方均无需就因此而无法履行或延误履行义务而对对方所遭受的任何损害、增加的费用或损失承担责任,且不能将此种履行不能或延误视为违约。任何一方在不可抗力事件发生前延误履行本合同不能免责。如果因不可抗力事件的发生导致本合同中止履行至少二十(20)个日历日,PARTY B有权向甲方发出书面通知以决定是否继续本合同或终止本合同。
10.6 PARTY A’s Insurance   甲方的保险。
PARTY A, at its sole cost and expense, shall procure and maintain insurance policies in compliance with Appendix C (“Supplier’s Insurance”) naming PARTY B as an Additional Insured, so as to contractually obligate the insurer of PARTY A to defend and indemnify PARTY B for claims whether actual or alleged, where PARTY B is named in litigation as a result of the actual or alleged actions or failure to act of PARTY A. Said policies of insurance shall be issued or written by insurance companies satisfactory to PARTY B qualified not below Standard and Poor’s Rating of BBB or equivalent, and licensed or authorized to underwrite insurance policies in Britain.
11.1 General Right. The parties hereto agrees that all Confidential Information and all OLYMPIC MARKS, all information and materials derived from, based upon or comprising Confidential Information and/or OLYMPIC MARKS, and all rights and interests in and title to the foregoing, including, without limitation, all copyright, trademark and other intellectual rights therein and thereto, shall be and remain the sole and exclusive property of the Olympic Authority.
11.2 Maintenance of Intellectual Property. The parties hereto acknowledges the value of the OLYMPIC MARKS and the importance of protecting all intellectual property rights therein and thereto and agrees to cooperate with THE COMMITTEE in preventing any unauthorized use of OLYMPIC MARKS.
11.3  No Publication. The parties hereto agrees that unless specifically approved
by THE COMMITTEE or unless pursuant to a right granted to the parties hereto under the Sponsor Contract or other contracts, parties hereto shall not, and shall not
authorize or allow any of its representative(s) to, publicly disclose or publicize in any manner the nature of their transaction regarding the goods or services provided in connection with the Games or to make use of their relationship to THE COMMITTEE or the Games.
11.4 Marks. The PARTY A shall refrain and shall prevent its representative(s) from using, any material which provides commercial identification to any entity in connection with the provision of such goods or services, or using any such material together with the trademarks, service marks or trade names of any such entity, unless specifically approved by THE COMMITTEE in advance. The size and style of such trademarks or service marks, if approved by THE COMMITTEE, shall be the same size and style as are customarily used by such manufacturers of or service providers for similar goods or services.
11.5 No Payment. The PARTY A agrees that it shall not accept nor agree to accept, and it shall prohibit its representative(s) from accepting or agreeing to accept, any money, service or other consideration for the inclusion of any commercial identification or other promotional matter in the television or radio broadcast of the Games.
12.1 The PARTY A represents and warrants to PARTY B that during the term hereof it shall not accept or perform any other commitment, consultation or engagement which may hinder, prevent or interfere with PARTY A’s discharge of its responsibilities and obligations hereunder. PARTY A shall not accept any gift, payments or other items of value of any kind from any third-party in connection with the rendering of the Equipment, except for gifts of a souvenir nature relating to the Olympic Games and of a nominal value.
甲方向PARTY B声明并保证:在本合同期间,甲方不接受或履行可能阻碍、阻止或干涉甲方履行其在本合同中的责任和义务的任何承诺、协商或雇佣。甲方不接受任何第三方的与设备相关的任何礼物、付款或任何价值的其它物品,除非与奥林匹克运动会有关的纪念品性质的礼物以及具有名义价值的礼物。
13.1  This Contract shall be governed by, and construed in accordance with, the published and publicly available laws of the People’s Republic of Britain.
14.1 Any disputes arising from, out of, or in connection with this Contract including any dispute as to the interpretation, validity or alleged breach of this Contract, may be submitted by either Party for arbitration to the Britain International Economic and Trade Arbitration Commission at its headquarters located in London, upon the request of any Party hereto with a written notice to the other Party.
14.2 The arbitration proceedings shall be conducted in accordance with the Arbitration Rules. There shall be one arbitrator appointed in accordance with the CIETAC Rules of Arbitration. The place of arbitration shall be London.
14.3 The arbitration award shall be final and binding on the disputing Parties. The costs of the arbitration shall be borne by the losing Party. Judgment on the award or any other final or interim decision rendered by the Arbitral Tribunal may be entered, registered or filed for enforcement in any court having jurisdiction thereof.
SECTION 15.NOTICES  第15条   通知
15.1 Any notice issued pursuant to this Contract must be in English. In addition to any lawful means, a notice, demand, certification, process or other communication relating to this document may be given by:
15.1.1.being personally served on a Party;  亲自送达一方;
15.1.2.being sent by certified or registered mail to the Party’s address, postage prepaid, return receipt requested; or
15.1.3.facsimile to the Party’s current facsimile number.
The particulars of each PARTY Are initially as follows:
16.1 The PARTY A acknowledges that PARTY B has entered into this Contract taking into account the PARTY A’s expertise and skill in the specialized broadcasting Equipment including ancillary equipment suitable for the Intended Purpose, and agrees that it (the PARTY A) shall not assign, delegate or subcontract its rights or obligations hereunder to any third party without the explicit prior written consent of PARTY B. To the extent as necessary for performance of this Contract, the PARTY A shall have the right to assign, subcontract or sublicense its rights or obligations, in part or in whole, provided that such assignment, sub-contract or sub-license shall be without any material prejudice to PARTY B and is promptly notified to PARTY B by
Supplier. PARTY B may cancel this Contract for cause should PARTY A attempt to make an unauthorized assignment of this Contract or any right or obligation arising hereunder.
16.2 PARTY B has the right to assign this Contract or any of its (PARTY B’s) rights and/or obligations hereunder to THE COMMITTEE by giving prompt written notice to Supplier, without penalty to PARTY B or THE COMMITTEE, and without any requirement for the Supplier’s consent.
17.1  This Contract shall be effective from the date of execution hereof by
each of the authorized representatives of the Parties, and is subject to early
termination in accordance with Articles 17.2, 17.3 or 17.4 herein or otherwise
in accordance with the terms of this Contract.
17.2 In the event of the cancellation of the Games, this Contract shall
terminate in accordance with Article 17.4 herein.
17.3 This Contract may be terminated by either of the Parties only if there exist important reasons (hereinafter: “cause”) justifying such early termination. For purposes of this Contract, the term “important reasons” (or “cause”) for termination of this Contract by PARTY B shall be deemed to exist if: (a)PARTY A breaches its obligations to a material extent set forth in this Contract including any failure to provide the Equipment or Technical Support to PARTY B (other than a failure resulting from an event of force majeure or reasons Beyond PARTY A’s reasonable control), which failure continues for a period of 1 week; (b)PARTY A intentionally engages in conduct which is demonstrably and materially injurious to PARTY B. For the avoidance of doubt, it is clarified that the above list is indicative and that important reasons (cause) justifying the early termination of this Contract shall include, but not be limited to the acts detailed in Article 17.3 above.
17.4 PARTY B may immediately terminate this Contract by written notice to
Supplier if:
(a) PARTY A becomes bankrupt or insolvent or enters into liquidation (other
than a voluntary liquidation for the purpose of reconstruction, amalgamation or
similar reorganization) or enters into any arrangement or composition with its
creditors or any of them, or has a receiver or receiver and manger to trustee or
administrator or agent in possession appointed;
(b) A substantial change occurs in shareholder control or ownership of
Supplier, which in the reasonable opinion of PARTY B adversely affects the ability
ofPARTY A to perform its obligations under this Contract;
甲方的股东控制权和所有权发生重大变化, 使乙方合理地认为该变化将不利地影响甲方履行其在本合同项下义务的能力;
(c)PARTY A (including any member of the Technical Crews) engages in conduct
which in the reasonable opinion of PARTY B reflects unfavorably on the good name,
goodwill, reputation or image of any Olympic Body, the Games or the Olympic
movement and such conduct is not remedied as soon as possible but in any event
no later than 14 days after receipt of written notice from PARTY B of such document;
17.5 In the event of the Games not being held for any reason:
(a) The Parties will not be obliged to perform their obligations further
pursuant to this Contract and the rights granted under this Contract will
terminate with effect from the date on which the IOC officially announces that
the Games will not be held or will not continue;
(b) Each Party must promptly return to the other PARTY All Confidential
Information in the possession or control of the Party, and the PARTY A must
return any accreditation passes provided to its personnel and must ensure that
its personnel leave all Games Sites immediately;
各方必须及时向对方返还其占有或使用的该方所有保密信息,且甲方必须将发放给其人员的大会证件退还, 并确保其所有人员立即离开比赛场地。
(c) PARTY B shall pay and settle any outstanding payment to PARTY A in accordance
with this Contract rendered up until the effective date of termination; and
(d)The Parties will not be relieved of any obligations, which survive
termination under this Contract.
18.1 PARTY A agrees that    甲方同意:
(a) Neither PARTY B, nor their respective directors, officers and employees shall incur any financial responsibility or liability of any kind or nature whatsoever in connection with or arising out of this Contract except for the settlement of any outstanding sums to PARTY A in accordance with this Contract for Equipment leased and Technical Support provided by PARTY A, and except as provided in this Contract;
(b) without limiting the foregoing, PARTY B shall not be deemed to be an agency,
instrumentality, partner, joint venturer or agent of any Unrelated Party;
(c) as the sole and exclusive remedy for any claims, demands, actions, suits or other proceedings against PARTY B, the PARTY A shall have recourse only to the assets of PARTY B and not to the assets of any Unrelated Party, except for the settlement of any outstanding sums to PARTY A in accordance with this Contract for Equipment leased by PARTY A; and;
(d) PARTY A, for itself and its successors and assigns, hereby irrevocably waives and releases, and hereby agrees and covenants to refrain from bringing or causing to be brought, and claims, demands, action, suits or other proceedings, whether at law or in equity, or whether before a court, arbitration panel, agency board or other body, against any Unrelated Party on account of any and all rights, demands, damages, claims, actions, causes of action, duties or breaches of duty, known or unknown, existing, pending, accrued or not accrued (each a “cause of action”), which PARTY A has, claims to have or may have against any Unrelated Party, to the extent any such cause of action arises from the provision of such goods or services.
Counterparts: This Contract will be executed in  six (6)
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Contract or the terms hereof to produce or
account for more than one of such counterparts. Each Party shall retain two
19.2 Amendments  修改: 
(a) Amendments to Contract: The terms and conditions of this Contract, including the Appendices hereto, may only be amended in writing. Any verbal or implicit amendment of this Contract shall be null and void and not binding on the Parties.
(b) Amendment to Contact Details and Particulars: In case any Party changes the official address of its offices, or its telephone numbers, or any of its courier
or telephone data, it is hereby obliged to notify the change in writing to the
other Party, said other Party Being otherwise authorized to address all notices
and communications hereunder to the last known address or telephone numbers of
the other Party.
19.3 Compliance with laws and regulations: The PARTY A shall comply with all applicable laws and regulations in the sale of the Equipment, including, but not limited to, all applicable labor laws and regulations, governmental or industrial codes of conduct and social accountability and all the IOC, IPC and THE COMMITTEE procedures, policies, guidelines and manuals, and amendments thereto from time to time.
19.4 Survival: Sections 9 (Confidentiality), 8 and 10 (Execution Warranties and Representations; Liability, Warranties, Force Majeure, Insurance), 11 (THE COMMITTEE Provisions), 13(Governing Law), 14 (Settlement of Disputes) and 18 (Release of Unrelated Parties) of this Contract shall survive any termination or breach of this Contract and shall remain in effect so long as the Parties hereto are entitled to protection of their rights under applicable law.
19.5 Preservation of Goodwill. PARTY A shall at all times conduct itself in
an appropriate manner, so as not to injure the goodwill, reputation or good
standing of the Olympic Authorities.

19.6 Time: Time is of the essence as regards the performance of the Supplier’s obligations arising hereunder.
19.7 Entire Contract: This Contract (including the Appendices hereto) constitutes the entire Contract between the Parties with respect to the subject matter hereof, superseding all prior oral and written contracts, commitments, understandings or proposals with respect to the matters provider herein and no provision may be waived, modified, or altered except by writing executed by both Parties.
IN WITNESS WHEREOF, the Parties have caused this Contract to be executed by their respective duly authorized representatives and delivered as of the day and year first above written.