【文章內(nèi)容簡(jiǎn)介】 e other party has accepted the performance, the contract is formed.Article 37 Effect of Failure to Sign in Case of Memorandum of ContractWhere a contract is to be concluded by a memorandum of contract, if prior to signing or sealing of the contract, one party has performed its main obligation and the other party has accepted the performance, the contract is formed.Article 38 Contract under State Mandatory PlanWhere the state has, in light of its requirements, issued a mandatory plan or state purase order, the relevant legal persons and other organizations shall enter into a contract based on the rights and obligations of the parties prescribed by the relevant laws and administrative regulations.Article 39 Standard Terms。 Duty to Call AttentionWhere a contract is concluded by way of standard terms, the party splying the standard terms shall abide by the principle of fairness in prescribing the rights and obligations of the parties and shall, in a reasonable manner, call the other party39。s attention to the provision(s) whereby su party39。s liabilities are excluded or limited, and shall explain su provision(s) on request by the other party.Standard terms are contract provisions whi were prepared in advance by a party for repeated use, and whi are not negotiated with the other party in the course of concluding the contract.Article 40 Invalidity of Certain Standard TermsA standard term is invalid if it falls into any of the circumstances set forth in Article 52 and Article 53 hereof, or if it excludes the liabilities of the party splying su term, increases the liabilities of the other party, or deprives the other party of any of its material rights.Article 41 Dispute Concerning Construction of Standard TermIn case of any dispute concerning the construction of a standard term, su term shall be interpreted in accordance with mon sense. If the standard term is subject to two or more interpretations, it shall be interpreted against the party splying it. If a discrepancy exists between the standard term and a nonstandard term, the nonstandard term prevails.Article 42 Precontract LiabilitiesWhere in the course of concluding a contract, a party engaged in any of the following conducts, thereby causing loss to the other party, it shall be liable for damages:(i) negotiating in bad faith under the pretext of concluding a contract。(ii) intentionally concealing a material fact relating to the conclusion of the contract or splying false information。(iii) any other conduct whi violates the principle of good faith.Article 43 Trade Secrets。 Liability for Disclosure or Improper UseA party may not disclose or improperly use any trade secret whi it became aware of in the course of negotiating a contract, regardless of whether a contract is formed. If the party disclosed or improperly used su trade secret, thereby causing loss to the other party, it shall be liable for damages. apter Three Validity of ContractsArticle 44 Effectiveness of ContractA lawfully formed contract bees effective on its formation. Where effectiveness of a contract is subject to any procedure su as approval or registration, etc. as required by a relevant law or administrative regulation, su provision applies.Article 45 Conditions Precedent。 Conditions Subsequent。 Improper Impairment or FacilitationThe parties may prescribe that effectiveness of a contract be subject to certain conditions. A contract subject to a condition precedent bees effective once su condition is satisfied. A contract subject to a condition subsequent is extinguished once su condition is satisfied. Where in order to further its own interests, a party improperly impaired the satisfaction of a condition, the condition is deemed to have been satisfied。 where a party improperly facilitated the satisfaction of a condition, the condition is deemed not to have been satisfied.Article 46 Contract TermThe parties may prescribe a term for a contract. A contract subject to a time of mencement bees effective at su time. A contract subject to a time of expiration is extinguished at su time.Article 47 Contract by Person with Limited Capacity A contract concluded by a person with limited capacity for civil act is valid on ratification by the legal agent thereof, provided that a contract from whi su person accrues benefits only or the conclusion of whi is appropriate for his age, intelligence or mental health does not require ratification by his legal agent.The other party may demand that the legal agent ratify the contract within one month. If the legal agent fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.Article 48 Contract by Unauthorized AgentAbsent ratification by the principal, a contract concluded on his behalf by a person who lacked agency authority, who acted beyond his agency authority or whose agency authority was extinguished is not binding on the principal unless ratified by him, and the person performing su act is liable. The other party may demand that the principal ratify the contract within one month. Where the principal fails to manifest his intention, he is deemed to have declined to ratify the contract. Prior to ratification of the contract, the other party in good faith is entitled to cancel the contract. Cancellation shall be effected by notification.Article 49 Contract by Person with Apparent Agency AuthorityWhere the person lacking agency authority, acting beyond his agency authority, or whose agency authority was extinguished concluded a contract in the name of the principal, if it was reasonable for the other party to believe that the person performing the act had agency authority, su act of agency is valid. Article 50 Contract Executed by Legal RepresentativeWhere the legal representative or the personi