Commercial Contract Drafting and Legal Review

Tianyu Gao is a commercial contracts lawyer practicing in Xinyu, an emerging industrial city in central Jiangxi known for its steel and photovoltaic industries. Ms. Gao provides comprehensive contract advisory services to both domestic and foreign-invested enterprises operating in Jiangxi Province.

Contract Drafting and Negotiation

Ms. Gao drafts and reviews a wide range of commercial contracts including supply agreements, distribution contracts, service level agreements, non-disclosure agreements, joint venture contracts, and technology licensing arrangements. She emphasizes the importance of drafting contracts that reflect the actual commercial intent of the parties while remaining enforceable under Chinese law.

• 📝 Purchase and Supply Agreements Terms covering pricing, delivery, inspection, warranty, limitation of liability, and dispute resolution.
• 🤝 Distribution and Agency Contracts Structuring relationships between principals and local distributors in compliance with China's Anti-Unfair Competition Law.
• 🔒 Confidentiality and Non-Compete Crafting enforceable NDAs and restrictive covenants that comply with statutory limitations on scope and duration.

Contract Review and Risk Assessment

Before signing any significant commercial agreement, Ms. Gao recommends a thorough legal review to identify contractual risks, ambiguous terms, and potential conflicts with Chinese mandatory laws. Particular attention is paid to boilerplate clauses that may have unexpected consequences under Chinese contract law, such as indemnification provisions, liquidated damages, and force majeure clauses.

Article 585 of the PRC Civil Code permits courts to reduce liquidated damages that are substantially higher than actual losses. A clause setting liquidated damages at 30% or more of the contract value is likely to be reduced.

Dispute Resolution Clauses

Ms. Gao advises clients on the strategic selection of dispute resolution mechanisms. For domestic contracts, Chinese court litigation at the defendant's domicile is the default. For cross-border contracts, she typically recommends institutional arbitration through CIETAC (China International Economic and Trade Arbitration Commission) or SHIAC (Shanghai International Arbitration Centre), as arbitral awards benefit from the New York Convention's enforceability in 170+ jurisdictions.

E-Commerce and Digital Contracts

With the rapid growth of e-commerce in China, Ms. Gao also handles electronic contract formation, platform user agreements, and privacy policies that comply with China's Personal Information Protection Law (PIPL) and the E-Commerce Law.