三方代理协议英文

CONSULTANCY SERVICE AGREEMENT FOR__________________________________________________________________________________________________ CONTRACT ___________________________________________Among[ Factory]And[ Abroad Agency]And[ Domestic Agency]Month , YearCONSULTANCY SERVICE AGREEMENT FORCONTRACT ___________________________________This Consultancy Service Agreement reached on Month Date, Year (hereinafter referred to as this “Agreement”)BY AND AMONG[Factory](hereinafter referred to as “Party A”), a limited liability company incorporated and registered in the People’s Republic of China with legal address of ____________________________________, represented by its president _____________AND[Abroad Agency](hereinafter referred to as “Party B”) a company incorporated and registered in ______________________________, legal represented by______________[Domestic Agency](hereinafter referred to as “Party C”) a company incorporated and registered in the People’s Republic of China with legal address of , ________________ legal represented by its General Manager ____________Party A , Party B and Party C shall be hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.PREAMBLEWHEREAS Party A intends to appoint Party B and Party C as its local Consultant for the “CONSULTANCY SERVICE AGREEMENT FOR _____________________________________________________________________________ (hereinafter referred to as Project),conducted by __________________________________________ (hereinafter referred to as Project Owner), to be executed in ________(hereinafter referred to as the “Place”),and Party B and Party C intends to accept such appointment from Party A。

WHEREAS the Parties wish to set forth certain detailed rules of cooperation between them in a binding written document;NOW THEREFORE, the Parties hereby agree to be bound by the following terms and conditions in the course of their cooperation under this Agreement:Clause 1 Nature of relationship between the Parties1.1 It is expressly understood and agreed between the Parties that by entering into this Agreement, it does not mean to form or establish any partnership or other form of business association between the Parties hereto and each Party shall remain a separate entity from the other Party.1.2 During the validity period of this Agreement, Party B and party C shall not work for any third party that intends to win the bid for the Contract or otherwise pursuit the Contract of the same Project agreed by the Parties to be pursuit by Party A.Clause 2 Scope of Consultancy Service2.1 Party A hereby appoints Party B and part C to act as its Consultant for”CONSULTANCY SERVICE AGREEMENT FOR ”___________________________________________”project and Party B and part C accepts such appointment from Party A in accordance with theterms and conditions specified under this Agreement。

Clause 3 Obligations of Party B3.1 In this Agreement, and during the tender, Party B shall:a.) Advise on the strategies and tactics of its participation in the public tendering process，or selected invitation for contract negotiation so as to enable Party A to develop a competitive and viable qualification application or tender for the Project. 2) During the bidding stage and bid evaluation stage, Party B shall be responsible for communicating with project office, providing guidance to technical and commercial documents and assist in winning the bid.b. Provide Party A with timely advice as to the best and possible actions to be taken or followed by Party A at different stages so as to enable Party A to respond to the requirements of the Project owner (hereinafter referred as the “Employer”) and/or different situations in a timely and correct manner, during the tender process.c) Collect, gather and provide Party A for its consideration all available information in respect of the tender process from various sources, including but not limited to information relating to the Employer, the government authorities involved, and the local or other international participants.d) Review and assist Party A in completion of the formats (Annexes to be filled by Tenderers) included in the Tender Documents issued by the Employer to ensure the formats, as completed by Party A, comply with the Contractor’s requirements and practices. However, Party A may, if it deems necessary, contract an external attorney to verify whether Party A’s documentation in this respect satisfies the tender requirements and conforms to the laws and regulations of the territory, in which case, Party A will directly cover this attorney’s fees.e) Assist Party A to collect and sort out price, market and legal information (regulations, laws, by-laws and decrees, etc.) on customs clearance, import & export of equipment, plant and materials, land transportation and marine shipment, etc. Party B recommends to hire specialists for this purpose. Party B will assist in recommending these specialists to Party A, and also provide its opinion when requested. Costs will be on Party A.f) Assist Party A to collect and sort out information related to recruitment, employment and dismissal of local staff and laborers (including but not limited to laws and regulations and trade practices on salary, wages, overtime compensations, welfare, social insurance and medical insurance, income taxes, etc.); Party B will assist in the manner of recommending the specialist for this purpose, and will provide its opinion when requested. Costs will be on Party A.g) Assist Party A to collect and sort out information and regulations on expatriate staff working in the territory for similar project (including but not limited to entry visa, work/residence permit, income and other taxes, fees and dues to be paid by the expatriate employees and the company, etc.); Party B will assist in the manner of recommending the specialist for this purpose, and will provide its opinion when requested. Costs will be on Party A.h)Assist Party A to collect and sort out information of local taxations including custom duties, royalties, stamp dues, income taxes and any other taxes, fees, dues or levies imposed by governmental agencies, semi-governmental entities or non-governmental bodies in relation to the performance of the Contract for the Project. Party B will provide basic information. Specific information may be provided by specialists, or specific local personnel hired by Party A.i)Assist Party A to collect and sort basic out price information of fuel, gas, electricity, water and local materials, equipment and products, etc. as per the requirement of Party A;j)Assist Party A to obtain basic information on project insurance, including identifying, recommending local insurance companies, collecting law, by-law and regulations in respect of insurance for execution and performance of Contract for the Project;K)Promote Party A to the Employer and relative government authorities of the Territory as well as local engineering and construction communities so as to gain Party A a favorable and positive position to pursue the Contract for the Project.l) Coordinate and keep close contact with the Employer and Party A so as to keep Party A updated of the developments and/or changes in the tendering process;m) Track and keep Party A informed of the actions of the Employer and, if possible, of potential participants and competitors.n) Advise Party A and providing Party A with business intelligence in its negotiations with the Employer, the relevant government authorities of the Territory and any other relevant parties in the tendering process for the Project.0) Support in the actions for opening the technical and financial proposals. Party B shall participate with Party A in these events and advice Party A as to responses to any Employer’s questions or concerns;P) Assist Party A as to printing, binding and packaging of Party A’s tender documentations;q) Advise Party A to get the necessary formalities and documents to come to the territory, including entrance visa, labor visas and work permits, recommend travel plans.r) Coordinate visits and schedule meetings for Party A’s executives in the Territory, as well as public relations activities. It is stated that this duty has begun; Party B has provided the assistance.s) Advising the Party A in having any bank guarantee or other forms of guarantees, issued by Party A relating to Project.3.2 In addition to the above, Party B shall also render business intelligence services concerning the tendering process and concerning signing of Contract with the Contractor in relation to the Project. Before the Contractor or any governmental and non-governmental agencies or entities intervene in the Project, advise Party A in advance to take prompt actions and damage/risk-control strategies, and assist Party A by continuously providing liaison services in connection with the different stages of the Project. Services to be rendered to Party B by Party A under this Agreement will be hereinafter referred to as the “Consultancy Services”.3.3 Unless otherwise expressly stipulated herein, all costs and expenses incurred by Party B in the course of providing Consultancy Services under this Agreement shall be solely born by Party B. However, if Party A entrusts Party B to incur certain costs orexpenses with express prior written consent to reimburse Party B, Party A will subsequently reimburse Party B according to such consent. For the avoidance of doubt, in the absence of such express prior written consent, no subsequent reimbursement will be made by Party A.3.4 Party B shall, and shall ensure that its employees through whom it provides the Consultancy Services will, comply strictly with all applicable laws, national and local regulations in connection with the provision of the Consultancy Services. Party A shall not be responsible for any acts of Party B , which violate laws of Ethiopia（place）. In the event of Party A incurs any loss or cost due to illegal act above of Party B, Party B shall compensate Party A for such loss or cost.Clause 4 Obligations of Party C4. 1 in this Agreement, and during the tender, Party C shall:a.) Advise on the strategies and tactics of its participation in the public tendering process，or selected invitation for contract negotiation so as to enable Party A to develop a competitive and viable qualification application or tender for the Project. 2) During the bidding stage and bid evaluation stage, Party C shall be responsible for communicating with project office, providing guidance to technical and commercial documents and assist in winning the bid.b. Provide Party A with timely advice as to the best and possible actions to be taken or followed by Party A at different stages so as to enable Party A to respond to the requirements of the Project owner (hereinafter referred as the “Employer”) and/or different situations in a timely and correct manner, during the tender process.c) Collect, gather and provide Party A for its consideration all available information in respect of the tender process from various sources, including but not limited to information relating to the Employer, the government authorities involved, and the local or other international participants.d) Review and assist Party A in completion of the formats (Annexes to be filled by Tenderers) included in the Tender Documents issued by the Employer to ensure the formats, as completed by Party A, comply with the Contractor’s requirements and practices. However, Party A may, if it deems necessary, contract an external attorney to verify whether Party A’s documentation in this respect satisfies the tender requirements and conforms to the laws and regulations of the territory, in which case, Party A will directly cover this attorney’s fees.e) Assist Party A to collect and sort out price, market and legal information (regulations, laws, by-laws and decrees, etc.) on customs clearance, import & export of equipment, plant and materials, land transportation and marine shipment, etc. Party C recommends to hire specialists for this purpose. Party C will assist in recommending these specialists to Party A, and also provide its opinion when requested. Costs will be on Party A.f) Assist Party A to collect and sort out information related to recruitment, employment and dismissal of local staff and laborers (including but not limited to laws and regulations and trade practices on salary, wages, overtime compensations, welfare, social insurance and medical insurance, income taxes, etc.); Party C will assist in the manner of recommending the specialist for this purpose, and will provide its opinion when requested. Costs will be on Party A.g) Assist Party A to collect and sort out information and regulations on expatriate staff working in the territory for similar project (including but not limited to entry visa, work/residence permit, income and other taxes, fees and dues to be paid by the expatriate employees and the company, etc.); Party C will assist in the manner of recommending the specialist for this purpose, and will provide its opinion when requested. Costs will be on Party A.h)Assist Party A to collect and sort out information of local taxations including custom duties, royalties, stamp dues, income taxes and any other taxes, fees, dues or levies imposed by governmental agencies, semi-governmental entities or non-governmental bodies in relation to the performance of the Contract for the Project. Party C will provide basicinformation. Specific information may be provided by specialists, or specific local personnel hired by Party A.i)Assist Party A to collect and sort basic out price information of fuel, gas, electricity, water and local materials, equipment and products, etc. as per the requirement of Party A;j)Assist Party A to obtain basic information on project insurance, including identifying, recommending local insurance companies, collecting law, by-law and regulations in respect of insurance for execution and performance of Contract for the Project;K)Promote Party A to the Employer and relative government authorities of the Territory as well as local engineering and construction communities so as to gain Party A a favorable and positive position to pursue the Contract for the Project.l) Coordinate and keep close contact with the Employer and Party A so as to keep Party A updated of the developments and/or changes in the tendering process;m) Track and keep Party A informed of the actions of the Employer and, if possible, of potential participants and competitors.n) Advise Party A and providing Party A with business intelligence in its negotiations with the Employer, the relevant government authorities of the Territory and any other relevant parties in the tendering process for the Project.0) Support in the actions for opening the technical and financial proposals. Party C shall participate with Party A in these events and advice Party A as to responses to any Employer’s questions or concerns;P) Assist Party A as to pri nting, binding and packaging of Party A’s tender documentations;q) Advise Party A to get the necessary formalities and documents to come to the territory, including entrance visa, labor visas and work permits, recommend travel plans.r) Coordinate visi ts and schedule meetings for Party A’s executives in the Territory, as well as public relations activities. It is stated that this duty has begun; Party C has provided the assistance.s) Advising the Party A in having any bank guarantee or other forms of guarantees, issuedby Party A relating to Project.4.1 In addition to the above, Party C shall also render business intelligence services concerning the tendering process and concerning signing of Contract with the Contractor in relation to the Project. Before the Contractor or any governmental and non-governmental agencies or entities intervene in the Project, advise Party A in advance to take prompt actions and damage/risk-control strategies, and assist Party A by continuously providing liaison services in connection with the different stages of the Project. Services to be rendered to Party C by Party A under this Agreement will be hereinafter referred to as the “Consultancy Services”.4.2 Unless otherwise expressly stipulated herein, all costs and expenses incurred by Party C in the course of providing Consultancy Services under this Agreement shall be solely born by Party C. However, if Party A entrusts Party C to incur certain costs or expenses with express prior written consent to reimburse Party C, Party A will subsequently reimburse Party C according to such consent. For the avoidance of doubt, in the absence of such express prior written consent, no subsequent reimbursement will be made by Party A.4.3 Party C shall, and shall ensure that its employees through whom it provides the Consultancy Services will, comply strictly with all applicable laws, national and local regulations in connection with the provision of the Consultancy Services. Party A and Party B shall not be responsible for any acts of Party C , which violate laws of China（place）. In the event of Party A incurs any loss or cost due to illegal act above of Party C, Party C shall compensate Party A for such loss or cost.Clause 5 Obligations of Party AIn this Agreement, Party A shall:a) Provide necessary information and documents to Party B and Party C to enable the latter to perform its Consultancy Services as per specified under this Agreement;“_______________________________________________________________________________________________________”b) Make payments for the Consultancy Fee in accordance with this Agreement forClause 6 Consultancy Service Fee6.1- In relation to the Project, the Parties hereby agree that the Consultancy Fee payable by Party A to Party B shall be ___% of the total bid price and ___% of total bid price by Party A to Party C after the award of the bid, the signing of the contract and the advance payment(USD part) made by the Employer for this bid of “________________________________________________________”6.2- Party A is responsible for all taxes that will occur in P.R. China.6.3 The Consultancy Fee shall be paid in United States Dollar6.4 The Consultancy Fee shall be paid by Party A to Party B and Party C to any nominated account as informed to Party A by Party B and party C in writing.6.5 Any expenses and all other cost incurred by Party B and Party C during performing the obligation under this Agreement are also included in the Consultancy Fee. Except for the Consultancy Fee under the present contract, no other payment shall be paid to Party B and Party C.Clause 7 Payment of Consultancy FeeThe consultancy services fees for the Project shall become payable in accordance with the schedule set forth hereinafter if and only if Party A has been awarded the Contract for such Project:a. Within ten (7) working days after the later of (i) Party A’s signing of the Contract for the Project with the Employer, and (ii) Party A’s receipt of the USD part advance payment (if any) under such Contract, and for each progressive payment in such a way:1.First Payment: 90% (Ninety percent) of the total Remuneration commission shall bepaid by Party A to Party B and Party C, within Ten (7) working days after the receipt ofthe full advance payment under Project from the Project Owner, provided that the Contract had been validated.2.Second Payment: up to 10% (Ten percent) of Remuneration commission shall be paidby Party A to Party B and Party C within Ten (7) working days after Party A has received the second payment, up on delivery of shipping Documents, from the Project Owner.Clause 8 Confidentiality Covenants8.1 The Parties agree to keep the contents of this Agreement strictly confidential from any third party or parties.It is understood that during the validity period of this Agreement, Party A may release or disclose certain confidential information to Party B and Party C to facilitate Party B’s and Party C’s consultancy services (hereinafter referred to as the “Confidential Information”). Party B and Party C hereby agree to: (i) hold Party A’s Confidential In formation in the strictest confidence and to take all reasonable precautions to protect such Confidential Information including, without limitation, all precautions that Party B and Party C should take in accordance with applicable laws, but in no event less than reasonable care; (ii) not to make any use whatsoever at any time of the disclosed Confidential Information except for the sole purpose of providing consultancy services under this Agreement; (iii) not to copy, decompile, disassemble or reverse engineer any disclosed Confidential Information; and (iv) not to use any Confidential Information to create any intellectual property, product, service, or technology that is based upon, developed with, derived from, uses, employs, or incorporates, any Confidential Information.It is also agreed that Party A commits to maintain the information and strategies provided or developed by Party B and Party C as totally confidential.8.2 In case of termination or expiry of this Agreement, Party B and party C shall immediately return to Party A all documents (including but not limited to any Confidential Information, financial models, consultants’ reports and other work in progress) obtained from Party A.8.3The confidentiality obligation under this Clause 7 shall survive the termination or expiryof this Agreement by five (5) years.Clause 9 Governing Law and Settlement of Disputes9.1 The laws of The People’s Republic of China shall govern the validity, interpretation, and performance of this Agreement.9.2All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said rules. Such arbitration proceeding shall take place in Hong Kong, China, and English shall be the official language of the arbitration proceedings.9.3 The foregoing governing law and arbitration clauses under this Clause 8 shall survive the termination or expiry of this Agreement by 5 years.Clause 10 Entire Agreement and Amendment10.1 This Agreement contains the entire understanding and agreement of the Parties regarding the subject matter hereof. All previous understandings, promises, consents, or agreements concerning the subject matter hereof, whether written or oral, shall be superseded by this Agreement.10.2 No amendment or modification of this Agreement shall be valid and binding on the Parties unless made in writing and signed on behalf of each of the Parties by their respective duly authorized representatives.Clause 11 Validity and Termination11.1 This Agreement shall become effective from the date on which both Parties duly sign this Agreement.11.2 If the Project contract is not award to Party A and hasn’t come into force as per this Agreement, or the projects awarded to another contractor by_________________________________________（the Project Owner），this Agreement shall be deemed to be null and void.11.3 If the Project contract is award to Party A and contract coming into force, this Agreement shall be extended and shall remain in force until the complete fulfillment of the relevant obligations of both the Parties herein, unless terminated earlier as per clauses a), b) or c) here below.Either Party may upon written notice terminate this Agreement upon the occurrence of any of the following events:If the Project is cancelled by_______________________________________（the Project Owner）.If Party A’s offer is rejected by________________________________________（the Project Owner）for any reason whatsoever.If the Project contract is awarded by_________________________________________（the Project Owner）to another contractor.11.5 This Agreement may also be terminated with immediate effect by either Party upon written notice in the following cases:If any of the parties breaches any of its express or implied obligations under this Agreement. The Parties mutually agree to terminate this agreement for any reason with a written consent, or sign an alternative agreement to replace this Agreement.Any notice, communication or demand from one Party is deemed to have been received by the other Party if it is arrived in writing by hand, by registered mail, by email, by facsimile transmission, or by courier to the address of which the other Party will notify in writing. Clause 12 Indemnity12.1 Except as otherwise provided herein, if a Party (hereinafter referred as “Breaching Party”) fails to perform any of its material obligations under this Agreement or otherwise is in material breach of this Agreement, then the other Party (hereinafter referred as “Aggrieved Party”) may, give written notice to the Breaching Party describing the nature and scope of the breach and demand that the Breaching Party cure the breach at cost ofBreaching Party within a reasonable time specified in the notice (hereinafter referred as "Cure Period") ; and if the breaching Party fails to cure the breach within the Cure Period (or, if there is no action taken by him, at any time following such breach), then in addition to its other rights under applicable Laws, the aggrieved Party may claim direct and foreseeable damages arising from the breach.12.2 Party B and Party C shall indemnify and hold Party A (and its officers and employees) harmless from and against any and all losses, costs, damages and expenses arising as a result of Party B’s breach of this Agreement and/or violation of applicable law.12.3 Party A shall indemnify and hold Party B and Party C (and its officers and employees) harmless from and against any and all losses, costs, damages and expenses arising as a result of Party A’s breach of this Agreement and/or violation of applicable law.IN WITNESS WHEREOF, the undersigned, being the duly authorized representatives of the Parties hereto have caused this Agreement executed in quadruplicate English text as of the day and the year first written hereinabove.For and on behalf of [Factory]_______________________________ (Authorized Signature)Name:Position:For and on behalf of [Abroad Agency]__________________________________ (Authorized Signature) Name:Position:For and on behalf of[Domestic Agency]__________________________________ (Authorized Signature)Name:Position:。