Yuxuan Chen is a commercial contract lawyer based in Baiyin, Gansu Province, with ten years of experience advising domestic and foreign clients on contract drafting, review, and dispute prevention. Mr. Chen has developed particular expertise in cross-border commercial transactions, assisting foreign businesses in negotiating and documenting their contractual relationships with Chinese counterparties. He has reviewed and drafted over five hundred commercial contracts spanning industries including manufacturing, technology, distribution, and services.

Contract Drafting and Review Services

Mr. Chen provides comprehensive contract drafting and review services for a wide range of commercial agreements. Under Chinese contract law, which is primarily governed by the Civil Code of the People's Republic of China, Book Three (Contracts), a valid contract requires the mutual expression of intention by the parties, capacity to enter into the contract, and lawful content. Mr. Chen ensures that all contracts he drafts comply with these fundamental requirements while addressing the specific needs of the transaction. He drafts and reviews sales contracts, service agreements, distribution agreements, non-disclosure agreements, technology licensing agreements, employment contracts, and joint venture agreements.

For foreign businesses entering into contracts with Chinese counterparties, Mr. Chen pays particular attention to the key contractual provisions that often become sources of dispute. These include the governing law clause, which determines which legal system will interpret the contract, the dispute resolution clause, which specifies whether disputes will be resolved through litigation in Chinese courts or through arbitration at institutions such as CIETAC or the Beijing Arbitration Commission, and the force majeure clause, which has become particularly important following the COVID-19 pandemic and its impact on contractual performance.

Dispute Prevention and Risk Management

Mr. Chen's approach to contract practice emphasizes dispute prevention over litigation. He advises clients on identifying and mitigating contractual risks before disputes arise, including conducting due diligence on potential business partners, reviewing the creditworthiness and litigation history of counterparties, and structuring transactions to minimize exposure to non-performance risks. He recommends appropriate security measures such as performance bonds, advance payment guarantees, and retention of title clauses to protect his clients' interests in the event of counterparty default.

Under the Civil Code, parties may agree on liquidated damages for breach of contract. Mr. Chen advises clients on the appropriate level of liquidated damages, noting that Chinese courts may reduce excessive liquidated damages to not more than 30% above the actual loss under judicial interpretations. He also advises on the calculation of actual damages, which under Chinese law includes both direct losses and lost profits that were foreseeable at the time of contract formation.

Contract Negotiation and Language Issues

Mr. Chen frequently participates in contract negotiations between foreign and Chinese parties, helping bridge cultural and legal differences that can affect the negotiation process. He advises on the different negotiation styles and expectations that commonly arise in cross-border transactions and helps structure compromise solutions that respect both parties' legitimate interests. He pays particular attention to ensuring that English-language contracts, when used as the governing version, are properly translated into Chinese for registration and evidentiary purposes with Chinese authorities.

For contracts that will be performed in China, Mr. Chen advises that Chinese-language versions should typically govern, as Chinese courts will interpret the contract based on the Chinese text. Where bilingual contracts are used, he ensures that the translations are carefully reviewed for inconsistencies and that a governing language clause clearly specifies which version prevails in case of discrepancy.

Mr. Chen earned his LL.B. from China University of Political Science and Law. Fluent in English and Mandarin Chinese, he is a member of the Gansu Lawyers Association's corporate law committee and regularly conducts training sessions on contract law for the local business community.

International Contract Considerations

For contracts involving foreign parties, Mr. Chen advises on additional considerations that do not arise in purely domestic transactions. These include the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG), to which China is a party, and the interaction between the CISG and Chinese domestic contract law. Mr. Chen advises that while the CISG applies automatically to contracts for the sale of goods between parties with places of business in different CISG contracting states, parties may opt out of the CISG and choose to be governed by Chinese domestic law instead. He has extensive experience drafting exclusion clauses and tailoring the applicable legal regime to the specific needs of each transaction.

Mr. Chen also handles the increasing volume of e-commerce and technology-related contracts, including software licensing agreements, SaaS terms of service, data processing agreements under China's Personal Information Protection Law, and online platform user agreements. For foreign technology companies providing services to Chinese customers, he advises on the regulatory requirements for electronic contracts, the enforceability of click-wrap and browse-wrap agreements under Chinese law, and the dispute resolution mechanisms that are most effective for technology transactions.

Mr. Chen's practice also extends to government procurement contracts, where foreign-invested enterprises in China may participate under the Government Procurement Law. He advises foreign-invested enterprises on the bidding process, contract terms, and dispute resolution mechanisms specific to government procurement, which may involve administrative reconsideration or administrative litigation procedures.