The New Chinese Contract Law and the UNIDROIT Principles:A Brief Comparison Principles provide general rules on standard terms which served as a model for the new Contract Law,whose Articles 39-41 now provide similar rules in the matter.The two texts offer the same definition of "standard terms";both reflect the contra profe rentem rule and,following Article 2.21 of the UNIDROIT Principles,Article 41 of the new Contract Law stipulates that "where the standard terms are inconsistent with non-standard terms,the latter shall be adopted." 7.Negotiations in bad faith and duty of confidentiality The three former Contract Laws ignored both the concept of bad faith and the duty of confidentiality.The new Contract Law does contain provisions on both concepts, worded much as Articles 2.15 and 2.16 of the UNIDROIT Principles. Article 42 of the new Contract Law stipulates that "a party shall be liable for damages if,in concluding the contract,it acted under one of the following circumstances,thereby causing a loss to the other party:(1)pretending to conclude a contract,and negotiating in bad faith:(2)intentionally concealing a fact relevant to the contract or providing wrong information:(3)any other circumstance which runs counter to the principle of good faith whereas Article 43 provides that "A business secret of which a party becomes aware in the course of negotiating the contract shall not be disclosed or unfairly used,regardless of whether the contract is concluded or not.The party who causes the other party to suffer losses due to disclosure or unfair use of the business secret shall be liable for damages. Performance of contract The new Contract Law features many new provisions on performance of contract largely echoing the corresponding rules in the UNIDROIT Principles.Especially worth mentioning is the introduction by the new Contract Law of the concept of implied obligations as embodied in the UNIDROIT Principles,whereas under the three former Contract Laws it was not clear whether parties could be bound only by explicit contract terms.Under Article 60,parties are expected,in addition to performing their obligations according to the terms of the contract,to abide by the principle of good faith and to perform implied obligations such as notice,assistance,confidentiality etc., based on the nature and purpose of the contract or on usages.This is a great step forward in Chinese contract law. In cases where there is no provision in the contract between the parties on terms such as quality,price or remuneration and place of performance,etc.,or where such provision is unclear,Article 61 of the new Contract Law stipulates that the parties may agree on supplementary terms through consultation.If they fail to agree,the terms shall be determined in the light of relevant clauses of the contract or of usages.Article 62 gives further criteria for determining such terms,most of which are similar to those set out in Articles 5.6,5.7 and 6.1.6 of the UNIDROIT Principles.However,there is one Rev.dr.unif.2000-3 435The New Chinese Contract Law and the UNIDROIT Principles : A Brief Comparison Rev. dr. unif. 2000-3 435 Principles provide general rules on standard terms which served as a model for the new Contract Law, whose Articles 39-41 now provide similar rules in the matter. The two texts offer the same definition of “standard terms“; both reflect the contra profe￾rentem rule and, following Article 2.21 of the UNIDROIT Principles, Article 41 of the new Contract Law stipulates that “where the standard terms are inconsistent with non-standard terms, the latter shall be adopted.“ 7. Negotiations in bad faith and duty of confidentiality The three former Contract Laws ignored both the concept of bad faith and the duty of confidentiality. The new Contract Law does contain provisions on both concepts, worded much as Articles 2.15 and 2.16 of the UNIDROIT Principles. Article 42 of the new Contract Law stipulates that “a party shall be liable for damages if, in concluding the contract, it acted under one of the following circumstances, thereby causing a loss to the other party: (1) pretending to conclude a contract, and negotiating in bad faith; (2) intentionally concealing a fact relevant to the contract or providing wrong information; (3) any other circumstance which runs counter to the principle of good faith“ whereas Article 43 provides that “A business secret of which a party becomes aware in the course of negotiating the contract shall not be disclosed or unfairly used, regardless of whether the contract is concluded or not. The party who causes the other party to suffer losses due to disclosure or unfair use of the business secret shall be liable for damages.“ 8. Performance of contract The new Contract Law features many new provisions on performance of contract – largely echoing the corresponding rules in the UNIDROIT Principles. Especially worth mentioning is the introduction by the new Contract Law of the concept of implied obligations as embodied in the UNIDROIT Principles, whereas under the three former Contract Laws it was not clear whether parties could be bound only by explicit contract terms. Under Article 60, parties are expected, in addition to performing their obligations according to the terms of the contract, to abide by the principle of good faith and to perform implied obligations such as notice, assistance, confidentiality etc., based on the nature and purpose of the contract or on usages. This is a great step forward in Chinese contract law. In cases where there is no provision in the contract between the parties on terms such as quality, price or remuneration and place of performance, etc., or where such provision is unclear, Article 61 of the new Contract Law stipulates that the parties may agree on supplementary terms through consultation. If they fail to agree, the terms shall be determined in the light of relevant clauses of the contract or of usages. Article 62 gives further criteria for determining such terms, most of which are similar to those set out in Articles 5.6, 5.7 and 6.1.6 of the UNIDROIT Principles. However, there is one