Consulting Agreement (中英文简化版)
咨询协议模板(英文)CONSULTINGAGREEMENT
CONSULTING AGREEMENTThis Agreement is made on January 16. XXXX. by and between Siberian Energy Group Inc., a State of Nevada incorporated company, with the address of 275 Madison Avenue, 6th floor. New York・ NY 10016. and a Consulting Firm ^Business-Standard^, a Moscow. Russia incorporated company, with the address of 107120, Russia, Moscow. Nastavnichesky pereulok#17, unit 1.In this Agreement, the party who is contracting to receive services shall be referred to as the”Com pany”, and the party who will be providing the services shall be referred to as the ”Consultant".WHEREAS the Consultant has expertise in management, marketing, financial, and legal consulting.WHEREAS the Consultant and the Company have previously signed the Consulting Agreement effective March 15, 2006 and the Company is desirous of having extended consulting services by the Consultant for year XXXX.Therefore, the parties agree as follows:1. DESCRIPTION OF SERVICES・The Consultant shall provide the following services (collectively, the'Services'*): General management, public market, financial and legal consulting services, which will include, but not be limited to, specific tasks and projects as will be determined from time to time by the board of directors of the Company.These consulting services will include:-investigating financing opportunities in private and public markets, including the territory of Russian Federation;-assisting in the establishment of the Company's day to day business management;-interfa&ng with the Company's shareholders and strategic partners;-assisting in negotiations with potential investment partners and strategic partners in merger opportunities according to SEG instructions;-publicizing latest Company activities and undertakings to the Company's shareholders as the Company deems material and appropriate;-assisting in the preparation of the company's Business Plan. Private Placement Memorandum and other documentation necessary for the solicitation of loans and investment funds for the Company;-assisting in acquisition by the Company's investee of new geological exploration or production licenses on the territory of Russia, Western Siberia region, legal guidance and consultations throughout the entire process, up until the Client receives title to the license・2.PERFORMANCE OF SERVICES. The manner in which theServices are to be performed and the specific hours to be worked by the Consultant shall be determined by the Consultant. The Company will rely on the Consultant to work as many hours as may be reasonably necessary tofulfill the Consultanfs obligations under this Agreement.3・FEES・In consideration of the Services to be provided by the Consultanthereunder, the Company agrees to reimburse the Consultant with a consulting fee of USS 15,000 per month starting January of XXXX.4. GRANT OF SHARES In addition to cash considerationdescribed in item 3 above the Company agrees to issue 200,000 restricted common shares of Siberian Energy Group Inc. as a signing bonus for XXXX services.Additionally・ in connection with successful acquisition by the Company of the Russiabased k Kondaneftegaz LLC", operating in the Khanty■卜lansiysk region of Russian Federation, the Consultant will be awarded with Company's restricted shares of common stock in amount of 200.000 shares.5・EXPENSE REIMBURSEMENT. The Company shall pay all reasonable M out-of-pocket" expenses, including but not limited to travel and accommodations, with the prior approval of the Company's Chief Executive Officer required.7.SUPPORT SERVICES・The Company will provide to the Consultant all the necessary documentation. as the Company deems relevant and appropriate, required in the efforts to distribute information about and solicit investments in the Company, including but not limited to a Business Plan and a Private Placement Memorandum and will cooperate with the Consultant in keeping all the existing and potential stakeholders informed of the Company^ up-to-date operational and legal standing・PANY APPROVAL. The Consultant and the Company recognize that the Consultanfs Services will include approaching individuals and institutions that the Company already has had contact with or declines to entertain. The Consultant shall provide information to the Company prior to approaching any individuals and institutions and obtain the approval of the Company's Chief Executive Officer・9.TERM/TERMINATION. This Agreement shall be for a period of twelve months, ending on December 31, XXXX. It shall automatically be renewed for a further twelve months unless terminated by either party fifteen days prior to the end of the term of the contract.10.RELATIONSHIP OF PARTIES・It is understood by the parties that the Consultant is an independent contractor with respect to the Company, and not an employee of Siberian Energy Group Inc. The Company will not provide fringe benefits, including health insurance benefits, paid vacation. or any other employee benefit.11・DISCLOSURE. The Consultant is required to disclose any outsideactivities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of the Company's management and shareholders.12・EMPLOYEES・The Consultant's associates, if any, who perform servicesfor the Company under this Agreement shall also be bound by the provisions of this Agreement・13.INDEMNIFICATION. The Company agrees to indemnify and hold harmless the Consultant from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Consultant that result from the acts or omissions of the Compan y.14.ASSIGNMENT. The Consultanfs responsibility under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of the Company's board of directors.15・CONFIDENTIALITY. The Company recognizes that the Consultant hasand will have proprietaiy information (collectively, ^Information**) which are valuable, special and unique assets of the Company and need to be protected from improper disclosure to unrelated parties. In considerationfor the disclosure of the Information, the Consultant agrees that it will not at any lime or in any manner,either directly or indirectly, use any Information for its own benefit, or divulge, disclose, or communicate in any manner any Information to any external party without the prior written consent of the Company. The Consultant will protect the Information and treat it as strictly confidential.16・CONFIDENTIALITY AFTER TERMINATION. The confidentialityprovisions of this Agreement shall remain in full force and effect after the termination of this Agreement.17・NOTICES・All notices required or permitted under this Agreement shall bein writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid・ addressed as follows:IF for the Company: Siberian Energy Group Inc.275 Madison Ave., 6th floor.New York. NY 10016Attn: Chief Executive OfficerIF for the Consultant: LLC ^Business-Standard5*107120. Dnneyl nea^,Ianoaaie^aneee iad., .17, nod.lSuch address may be changed from time to time by either party by providing written notice to the other in the manner set forth above・18.ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.19.AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.20.SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason. the remaining provisions shall continue to be valid and enforceable・ If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed. and enforced as so limited.21.WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.22・APPLICABLE LAW・This Agreement shall be governed by the laws ofthe State of New York.IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first written above・（签宇页略）。
咨询服务协议-中英文版精选全文
THIS Consulting Service Agreement is made this day of 2020本咨询服务协议于2020年__________月____________日签订BETWEEN与xxxxxxxxxx. (Company Registration No. xxxxxx), a Company incorporated under the laws of xxxx and having its business address at xxxxxxxxxxxxxxxx.xxxxxxxxx公司(公司登记号.xxxxxx)，根据xxx国家法律成立的公司，营业地址为xxxxxxxxxxxxxx.(hereinafter referred to as “Party A”) of the one part;(以下简称甲方)；AND和xxxxxxxxxx. (Company Registration No. xxxxxx), a Company incorporated under the laws of xxxx and having its business address at xxxxxxxxxxxxxxxx.xxxxxxxxx公司(公司登记号.xxxxxx)，根据xxx国家法律成立的公司，营业地址为xxxxxxxxxxxxxx.(hereinafter referred to as “Party B”) of the other part;(以下简称乙方)；IT IS HEREBY AGREED AS FOLLOWS:鉴于此约定如下:SECTION 1: AGREEMENT第一节:协议A. Party A entrusts Party B as a consultant.甲方委托乙方作为顾问。
B. Party B serves as a consultant to provide consulting services to Party A.乙方作为顾问为甲方提供咨询服务。
国际工程项目咨询服务协议中英文版
咨询服务协议Consulting Service Agreement项目名称：Project name:签约地点:Place of signing:签约时间:Date of signing:甲方：公司，法定地址：按照中华人民共和国法律正式注册的企业，办公室位于（以下简称为“甲方”）；乙方，，法定地址：，介于双方共同参加位于（以下称所在国）项目（以下称项目）的开发工作，为了充分发挥甲乙双方各自的优势，明确责任，协作配合，经双方友好协商，一致达成本咨询服务协议。
其具体内容如下：Whereas a state-owned enterprise incorporated under the laws of the People's Republic of China and located at Province, China (hereinafter referred to as "Party A") and located at (hereinafter referred to as "Party B") participate in the development of project (hereinafter referred to as the "project") in (hereinafter referred to as the "host country"), they enter into a consulting service agreement (this "Agreement") for bringing their respective advantages into play, determining their responsibilities and collaborating with each other, upon friendly consultation between them. The specific contents of this Agreement are as set out below:1 授权委托1. Authorization甲方同意委托乙方作为其在所在国的项目中的咨询服务公司，在项目跟踪、投（议）标阶段和中标后的项目执行阶段，为甲方中标此项目，以及在中标后执行此项目过程中提供本协议规定的各种服务；乙方同意接受此委托，并按本协议的规定向甲方提供以下相关服务。
咨询服务协议中英文版
咨询服务协议根据《中华人民共和国合同法》及国家有关法律、法规，中国X保险（集团）股份有限公司（以下简称“X公司”）与汇丰控股有限公司（以下简称“顾问方”）双方本着平等自愿、协商一致的原则，同意签订本合同，共同遵守本合同所列示条款。
1.聘用（engagement）：中国X保险（集团）股份有限公司（以下简称X公司）聘用汇丰控股有限公司（以下简称顾问方）且顾问方同意为X公司指定的业务领域提供独立咨询服务。
具体的服务项目、内容及标准双方将另行协商。
2.期限（term）：此协议将于2003年2月17日开始，至2005年2月16日止，协议有效期两年。
合作期间，协议双方可视需要，于协议终止日前协商继续合作事宜。
3.顾问方的工作（efforts of consultant）：顾问方将尽最大努力提供咨询服务。
顾问方将为咨询服务做出合理和认真的工作。
双方认可，顾问方在非排他性的基础上提供服务，顾问方可以选择对其方便的地点和时间内开展服务。
此外，顾问方将保证服务符合所有有关法律的规定。
X公司对顾问方开展服务的方式不负责任。
4.报酬（compensation）：X公司将按照此协议对顾问方提供的咨询服务实际工作天数，向顾问方支付1000美元/天的报酬。
顾问咨询费应以美元结算，每半年支付一次。
（此项费用包含营业税，国家法定节假日、双休日除外）。
顾问方人员在X工作期间的所有个人费用含工资、医疗、保险费、休假（含交通费用）、日常上下班交通、水电、家庭娱乐、住房等均由顾问方承担。
X协助代理顾问方人员申请工作签证，代签其上海住房的租赁合同，并先行代付顾问方人员在上海住房的押金与每月租金。
此项住房租金依据双方实际租赁合同金额，从X实际支付给顾问方的咨询费中扣除。
另外，顾问方人员在X工作产生的办公费用、电脑、差旅费、电话传真费以及复印费等费用由X公司支付。
5.独立合同人资格（independent contractor status）：在制作和执行此协议的过程中，顾问方自始至终都是作为独立的合同人。
咨询服务协议中英文版
咨询服务协议中英文版咨询服务协议中英文版1. 背景和目的本次协议旨在明确咨询服务提供方与咨询服务接收方之间的权利和义务，以确保双方在咨询服务过程中的权益得到充分保障。
2. 定义和概述2.1 咨询服务提供方（以下简称“服务方”）服务方指向需求方提供专业咨询意见和服务的机构或个人。
2.2 咨询服务接收方（以下简称“需求方”）需求方指向服务方提出咨询需求，并接收服务方提供的咨询服务的机构或个人。
2.3 咨询服务内容咨询服务内容指双方达成一致后，服务方向需求方提供的具体咨询服务项目和服务范围。
3. 协议内容3.1 服务方式根据咨询需求的不同，服务方式可以是面对面咨询、方式咨询、在线咨询等形式。
3.2 服务费用咨询服务需要支付一定的费用，具体金额和支付方式由双方协商确定。
3.3 保密条款在咨询服务过程中，涉及到的相关信息应予以保密。
咨询服务提供方和咨询服务接收方都应承担保密的责任。
3.4 责任和义务3.4.1 咨询服务提供方的责任和义务提供符合专业要求的咨询服务。
遵守法律法规，不违反道德规范。
尊重需求方的隐私和合法权益。
3.4.2 咨询服务接收方的责任和义务提供真实、准确的咨询需求信息。
遵守咨询服务规定的约定和要求。
主动提供咨询服务提供方所需的协助和配合。
3.5 服务期限双方应在协议中明确咨询服务的起始日期和结束日期，以确保服务期限得到明确规定。
3.6 协议解除和违约责任3.6.1 解除协议在以下情况下，双方可以解除协议：经协商一致，达成解除协议的意见。
双方在履行协议过程中发生重大争议无法调解的情况。
3.6.2 违约责任一方违反协议规定的，应承担违约责任，并赔偿对方因此产生的损失。
4. 法律适用和争议解决4.1 法律适用本协议适用中华人民共和国法律。
4.2 争议解决如发生争议，双方应通过友好协商解决。
若协商不成，可向有管辖权的法院提起诉讼。
5. 其他约定事项5.1 协议变更本协议如需变更，应经双方协商一致，并以书面形式作出修改。
ConsultingAgreement中英文对照
Consulting Agreement 中英文对照Effective the __ day of ___________, 200_, the Company contracts for services of the Consultant, and the Consultant agrees to serve the Company, under the following terms and conditions:1.Scope of Work.The Consultant shall be responsible for (describeservices desired) as requested and directed by the Company.2.Duration.This Agreement is valid for theperiod: (date) to (date).pensation.a.Pegasus Technologies' standard hourly rate is $140 per hourfor journeyman/senior level engineering work. This rateincludes all normal office supplies and long-distancetelephone fees. In addition, third party expenses incurredfor items such as parts, services, and pre-approved travelare billed at cost plus a 15% handling fee. PegasusTechnologies will provide twice-monthly invoices detailingthe number of hours worked, the tasks undertaken, the amountdue for such services, and any third- party expenses incurred.Pegasus Technologies shall deliver all such invoices to theCompany at the following address:(provide a mailing address)b.The Company shall pay each Consultant invoice no later than30 days following the date of the invoice. Payments not madein a timely manner will be subject to an interest charge of1.5% per month on the unpaid balance. Seriously overdueaccounts will be subject to work stoppage until the accountis made current or satisfactory payment arrangements havebeen made. Payment should be made in the form of a checkpayable in US dollars to:Pegasus Technologies, Inc.108 Pawnook Farm RoadLenoir City, TN 37771c.The Consultant acknowledges that it is an independentcontractor and that it is not entitled to any benefitsprovided by the Company to its employees. Unless the partiesmutually agree, the Consultant shall be responsible at itsown expense for all of its own office overhead and allsecretarial and clerical support services.4.Conflict of Interest.The Consultant agrees to inform the Companyof all the Consultant's interests, if any, which may be, or which the Consultant has reason to believe may be, incompatible with the interests of the Company or the Company's customers. In addition to the foregoing, the Consultant agrees not to make improper use of any information that comes to himself or his agents orrepresentatives in the performance of services under this Agreement.5.Termination.Either party may terminate this Agreement prior tothe expiration date set forth in paragraph 2 above by giving the other thirty (30) days notice in writing, which notice shall specify the date upon which such termination becomes effective. In the event either party gives such notice, this Agreement shall terminate upon the date specified, and the parties hereto shall be released from any and all liability hereunder except such liability as, by the terms hereof, may be accrued prior to, or may extend beyond, such termination.6.Confidentiality.Either party to this Agreement may, in the courseof fulfilling its terms, need to disclose information to the other party that is proprietary or confidential. When such disclosure is undertaken, the following provisions apply:a.The term "Disclosing Party," as used in this Agreement, meansthe party providing Confidential Information. The "ReceivingParty" is the party receiving the information.b.The term "Confidential Information," as used in thisAgreement, means any oral, written, or documentaryinformation or information that is stored by electronic meanswhich (i) relates to this Agreement, (ii) is received by oneof the parties from the other, and, in the case of writteninformation, (iii) is marked "Confidential," "Proprietary"or bears a marking of like import or which the DisclosingParty states in writing at the time of transmittal to, orreceipt by, the Receiving Party is to be consideredconfidential. Orally disclosed information shall beconsidered confidential if identified as such at the time ofdisclosure and if followed up in writing within ten (ten)calendar days, with the information identified and marked asconfidential.c.The term "Trade Secret", as used in this Agreement, means anyoral, written, or documentary information or information that is stored by electronic means that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from itsdisclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain itssecrecy.d.The "Confidential Information" and "Trade Secrets" do notinclude information that: (i) is already known to theReceiving Party as evidenced by prior documentation thereof;or (ii) is or becomes publicly known through no wrongful act of the Receiving Party; or (iii) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement or any other Agreement;or (iv) is approved for release by written authorization of the Disclosing Party.e.The Receiving Party shall not disclose to others, or use forany purpose of its own, any Confidential Information,financial or business data, technical data, or otherconfidential or proprietary information obtained from the Disclosing Party, or from an affiliated entity of theDisclosing Party, as a result of work done pursuant to this Agreement, or generated or developed in the performance of work under this Agreement. With respect to Trade Secrets, the Receiving Party agrees not to use for any purpose whatsoever or to disclose Trade Secrets at any time during or after the term of this Agreement or until such Trade Secrets lose their status as such by becoming generally available to the public by independent discovery, development, or publication.Furthermore, the Receiving Party will not display for any purpose any drawing, letter, report, other document, or any copy or reproduction thereof belonging to or pertaining to the Disclosing Party, or to an affiliated entity of the Disclosing Party, unless such drawing, letter, report, or other document has been previously published by theDisclosing Party. Publication shall not include publication to an affiliated entity of the Disclosing Party. Upontermination of this Agreement, the Receiving Party agrees toreturn all Confidential Information to the Disclosing Party.f.The covenants regarding Confidential Information and TradeSecrets will apply to any Confidential Information or TradeSecrets disclosed to the Receiving Party by the DisclosingParty before or after the date of this Agreement.7.Intellectual Property Rights.a.The term "Protected Works", as used in this Agreement,includes any and all works of authorship, inventions,discoveries, processes, machines, manufactures,compositions of matter, formulas, techniques, computerprograms, systems, software, source code, firmware, objectcode, hardware systems, mask works, trade secrets,proprietary information, schematics, flow charts, databases,customer lists, marketing plans, product plans, businessstrategies, financial information, forecasts, trademarks,service marks, brand names, trade names, compilations,documents, data, notes, reports, findings, recommendations,designs, drawings, sketches, notebooks, ideas, concepts,technical data and/or training materials, and improvementsto or derivatives from any of the above, whether or notpatentable, or subject to copyright or trademark or tradesecret protection, delivered by the Consultant to the Companyunder this Agreement before or after the date of thisAgreement, or conceived, developed or produced by theConsultant, whether alone or jointly with others, inconnection with or pursuant to the Consultant's performanceunder this Agreement, except as detailed in paragraph 7.b.b.The term "Protected Works", as used in this Agreement, shallnot include the items listed below. These are and will remainthe property of Pegasus Technologies even though they may beused in or made a part of the work performed under thisAgreement:i.[List. If none, write "None" here.]ii.[List]iii.[Describe any licenses or other terms and arrangements that will govern the use of these items in the workunder this Agreement. ]c.The term "Intellectual Property Rights", as used in thisAgreement, includes all rights of inventorship andauthorship, all rights in patents and patent applications,all copyrights, all trademark and service mark rights, allrights in trade secret and proprietary information, allrights of attribution and integrity and other moral rights,and all other intellectual property rights of any type.d.The Consultant agrees that all Protected Works shall bedeemed "work for hire" under the United States Copyright Actand owned exclusively by the Company. To the extent anyProtected Work cannot be deemed work for hire, the Consultantagrees to assign and hereby does assign to the Company allright, title, and interest in and to all Protected Works andall Intellectual Property Rights in and to the ProtectedWorks. The Consultant agrees to execute any documentsreasonably required by the Company to evidence the Company'sexclusive ownership of the Protected Works, and allIntellectual Property rights therein, as contemplated bythis Agreement.e.The parties (and all individuals representing either partyin a technical capacity under this Agreement) agree(s) toexecute the [Consultant's / Company's] standard proprietaryinformation agreement and to fully abide by all the terms ofthat agreement (copy attached).有效的日子,___________ __ 200_,公司承包服务顾问,乙方同意服务公司,在下列条款和条件:工作的围。
顾问聘用协议(中英文)
顾问聘用协议Employment Agreement甲方：Party A: Shanghai BU Cultural Development Co., Ltd.法定代表人：Legal representative:地址：Address:电话：Tel:乙方：韩升洙Party B: Han Seung-soo护照号码：Passport number:住址：Address:电话：Tel:鉴于：Whereas,对中国乃至全球青年企业家成长的关注与支持，上海彼友文化发展有限公司（以下简称“BU资本”）在未来两年内将在中国上海青浦区发起“全球青年企业家高峰论坛”。
就此高峰论坛，经双方深入交流，BU资本与第56届联大主席韩升洙总理本着友好协商的原则，就甲方聘请乙方担任顾问所涉事宜，签订本协议。
Party A, Shanghai BU Cultural Development Co., Ltd. (hereinafter referred to as BU Capital), will sponsor the Global Summit Forum for Young Entrepreneurs in the Qingpu District of Shanghai, China in the next two years in an effort to support young entrepreneurs both in China and around the world ,and intends to hire Party B, Han Seung-soo, former Prime Minister of Korea and President of the 56th Session of the United Nations General Assembly, to serve as the Chief Advisor to the event. The two parties have entered into the following agreements regarding the aforementioned matters after friendly consultations:1、甲方聘请乙方担任“全球青年企业家高峰论坛”总顾问，并向乙方颁发《聘书》（见附件）。
consultingagreement中英文对照
Consulting Agreement 中英文对照Effective the __ day of ___________, 200_, the Company contracts for services of the Consultant, and the Consultant agrees to serve the Company, under the following terms and conditions:1.Scope of Work. The Consultant shall be responsible for (describe servicesdesired) as requested and directed by the Company.2.3.Duration. This Agreement is valid for the period: (date) to (date).4.pensation.6.7.a.Pegasus Technologies' standard hourly rate is $140 per hour forjourneyman/senior level engineering work. This rate includes allnormal office supplies and long-distance telephone fees. In addition,third party expenses incurred for items such as parts, services, andpre-approved travel are billed at cost plus a 15% handling fee.Pegasus Technologies will provide twice-monthly invoices detailingthe number of hours worked, the tasks undertaken, the amount duefor such services, and any third- party expenses incurred. PegasusTechnologies shall deliver all such invoices to the Company at thefollowing address:b.c.(provide a mailing address)d.The Company shall pay each Consultant invoice no later than 30 daysfollowing the date of the invoice. Payments not made in a timelymanner will be subject to an interest charge of % per month on theunpaid balance. Seriously overdue accounts will be subject to workstoppage until the account is made current or satisfactory paymentarrangements have been made. Payment should be made in the formof a check payable in US dollars to:Pegasus Technologies, Inc.e.108 Pawnook Farm RoadLenoir City, TN 37771f.The Consultant acknowledges that it is an independent contractor andthat it is not entitled to any benefits provided by the Company to itsemployees. Unless the parties mutually agree, the Consultant shall beresponsible at its own expense for all of its own office overhead andall secretarial and clerical support services.g.8.Conflict of Interest. The Consultant agrees to inform the Company of all theConsultant's interests, if any, which may be, or which the Consultant hasreason to believe may be, incompatible with the interests of the Company or the Company's customers. In addition to the foregoing, the Consultant agrees not to make improper use of any information that comes to himself or his agents or representatives in the performance of services under thisAgreement.9.10.Termination. Either party may terminate this Agreement prior to theexpiration date set forth in paragraph 2 above by giving the other thirty (30) days notice in writing, which notice shall specify the date upon which such termination becomes effective. In the event either party gives such notice, this Agreement shall terminate upon the date specified, and the partieshereto shall be released from any and all liability hereunder except suchliability as, by the terms hereof, may be accrued prior to, or may extendbeyond, such termination.11.12.Confidentiality. Either party to this Agreement may, in the course of fulfillingits terms, need to disclose information to the other party that is proprietary or confidential. When such disclosure is undertaken, the following provisions apply:13.14.a.The term "Disclosing Party," as used in this Agreement, means theparty providing Confidential Information. The "Receiving Party" is theparty receiving the information.b.c.The term "Confidential Information," as used in this Agreement,means any oral, written, or documentary information or informationthat is stored by electronic means which (i) relates to this Agreement,(ii) is received by one of the parties from the other, and, in the case ofwritten information, (iii) is marked "Confidential," "Proprietary" orbears a marking of like import or which the Disclosing Party states inwriting at the time of transmittal to, or receipt by, the Receiving Partyis to be considered confidential. Orally disclosed information shall beconsidered confidential if identified as such at the time of disclosureand if followed up in writing within ten (ten) calendar days, with theinformation identified and marked as confidential.d.e.The term "Trade Secret", as used in this Agreement, means any oral,written, or documentary information or information that is stored byelectronic means that: (i) derives economic value, actual or potential,from not being generally known to, and not being readilyascertainable by proper means by, other persons who can obtaineconomic value from its disclosure or use; and (ii) is the subject ofefforts that are reasonable under the circumstances to maintain itssecrecy.f.g.The "Confidential Information" and "Trade Secrets" do not includeinformation that: (i) is already known to the Receiving Party asevidenced by prior documentation thereof; or (ii) is or becomespublicly known through no wrongful act of the Receiving Party; or (iii)is rightfully received by the Receiving Party from a third party withoutrestriction and without breach of this Agreement or any otherAgreement; or (iv) is approved for release by written authorization ofthe Disclosing Party.h.i.The Receiving Party shall not disclose to others, or use for anypurpose of its own, any Confidential Information, financial or businessdata, technical data, or other confidential or proprietary informationobtained from the Disclosing Party, or from an affiliated entity of theDisclosing Party, as a result of work done pursuant to this Agreement,or generated or developed in the performance of work under thisAgreement. With respect to Trade Secrets, the Receiving Party agreesnot to use for any purpose whatsoever or to disclose Trade Secrets atany time during or after the term of this Agreement or until suchTrade Secrets lose their status as such by becoming generallyavailable to the public by independent discovery, development, orpublication. Furthermore, the Receiving Party will not display for anypurpose any drawing, letter, report, other document, or any copy orreproduction thereof belonging to or pertaining to the DisclosingParty, or to an affiliated entity of the Disclosing Party, unless suchdrawing, letter, report, or other document has been previouslypublished by the Disclosing Party. Publication shall not includepublication to an affiliated entity of the Disclosing Party. Upontermination of this Agreement, the Receiving Party agrees to returnall Confidential Information to the Disclosing Party.j.k.The covenants regarding Confidential Information and Trade Secrets will apply to any Confidential Information or Trade Secrets disclosedto the Receiving Party by the Disclosing Party before or after the dateof this Agreement.l.15.Intellectual Property Rights.16.17.a.The term "Protected Works", as used in this Agreement, includes anyand all works of authorship, inventions, discoveries, processes,machines, manufactures, compositions of matter, formulas,techniques, computer programs, systems, software, source code,firmware, object code, hardware systems, mask works, trade secrets, proprietary information, schematics, flow charts, databases, customer lists, marketing plans, product plans, business strategies, financialinformation, forecasts, trademarks, service marks, brand names,trade names, compilations, documents, data, notes, reports, findings, recommendations, designs, drawings, sketches, notebooks, ideas,concepts, technical data and/or training materials, and improvements to or derivatives from any of the above, whether or not patentable, or subject to copyright or trademark or trade secret protection,delivered by the Consultant to the Company under this Agreement before or after the date of this Agreement, or conceived, developed or produced by the Consultant, whether alone or jointly with others, in connection with or pursuant to the Consultant's performance under this Agreement, except as detailed in paragraph .b.c.The term "Protected Works", as used in this Agreement, shall notinclude the items listed below. These are and will remain the property of Pegasus Technologies even though they may be used in or made a part of the work performed under this Agreement:d.e.i.[List. If none, write "None" here.]ii.[List]iii.[Describe any licenses or other terms and arrangements that will govern the use of these items in the work under thisAgreement. ]iv.f.The term "Intellectual Property Rights", as used in this Agreement,includes all rights of inventorship and authorship, all rights in patents and patent applications, all copyrights, all trademark and service mark rights, all rights in trade secret and proprietary information, all rights of attribution and integrity and other moral rights, and all otherintellectual property rights of any type.g.h.The Consultant agrees that all Protected Works shall be deemed"work for hire" under the United States Copyright Act and ownedexclusively by the Company. To the extent any Protected Work cannot be deemed work for hire, the Consultant agrees to assign and hereby does assign to the Company all right, title, and interest in and to all Protected Works and all Intellectual Property Rights in and to theProtected Works. The Consultant agrees to execute any documents reasonably required by the Company to evidence the Company'sexclusive ownership of the Protected Works, and all IntellectualProperty rights therein, as contemplated by this Agreement.i.j.The parties (and all individuals representing either party in a technical capacity under this Agreement) agree(s) to execute the [Consultant's /Company's] standard proprietary information agreement and to fullyabide by all the terms of that agreement (copy attached).有效的日子,___________ __ 200_,公司承包服务顾问,乙方同意服务公司,在下列条款和条件:工作的范围。
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Consulting Agreement (中英文简化版)
Consulting Agreement (咨询协议)
This Consulting Agreement ("Agreement") is entered into between [Consultant Name] ("Consultant") and [Client Name] ("Client") on [Effective Date]. is entered into between [Consultant Name] ("Consultant") and [Client Name] ("Client") on [Effective Date].
本咨询协议（"协议"）是由[咨询师姓名]（"咨询师"）与[客户姓名]（"客户"）于[生效日期]签订。
是由[咨询师姓名]（"咨询师"）与[客户姓名]（"客户"）于[生效日期]签订。
1. Scope of the Agreement (协议范围)
1.1 Services Provided (提供服务)
Consultant agrees to provide consulting services to the Client in the area of [consulting services area]. The specific services to be provided
will be detailed in the Statement of Work (SOW) attached hereto as Exhibit A.
咨询师同意为客户在[咨询服务领域]提供咨询服务。
具体提供的服务将在附注A中详细说明的工作说明书（SOW）中列明。
1.2 Project Schedule (项目进度)
The project schedule, including the start and end date, milestones, and deliverables, will be set forth in the SOW.
项目计划表，包括开始和结束日期、里程碑和可交付成果，将在工作说明书中列明。
2.1 Fee (费用)
The Client agrees to pay the Consultant a fee for the services rendered, as outlined in the SOW. The fee amount, payment terms, and invoicing details will be specified in the SOW.
客户同意按照工作说明书中的规定向咨询师支付咨询服务费用。
费用金额、付款条件和细节将在工作说明书中具体规定。
2.2 Expenses (费用)
The Client agrees to reimburse the Consultant for any reasonable and necessary expenses incurred during the course of providing the consulting services, subject to Client's prior approval. The expense reimbursement process will be specified in the SOW.
客户同意在提供咨询服务过程中，根据客户的事先批准，向咨
询师报销合理且必要的费用。
费用报销流程将在工作说明书中具体
说明。
3. Ownership and Confidentiality (所有权和保密性)
3.1 Ownership (所有权)
Any intellectual property developed or created by the Consultant in the course of providing the services shall be the property of the Client.
Consultant agrees to assign ownership of such intellectual property to the Client upon receipt of full payment for the services rendered.
咨询师在提供服务过程中所开发或创造的任何知识产权将归属于客户。
咨询师同意在收到全部咨询服务费用后，将此类知识产权的所有权转让给客户。
3.2 Confidentiality (保密性)
Both parties agree to keep confidential any confidential information disclosed during the term of this Agreement. The obligations of confidentiality shall survive the termination of this Agreement.
双方同意在本协议期间保密披露的任何机密信息。
保密义务将在本协议终止后继续存在。
4. Term and Termination (期限和终止)
4.1 Term (期限)
本协议自生效日起开始，并持续到完成服务，除非根据本协议提前终止。
4.2 Termination for Convenience (方便终止)
Either party may terminate this Agreement at any time for any reason by giving [number of days] days' prior written notice to the other party.
任何一方可在任何时间以任何理由向对方提前[天数]天书面通知，终止本协议。
5. Governing Law and Jurisdiction (适用法律和管辖权)
This Agreement shall be governed by and construed in accordance with the laws of [governing law jurisdiction]. Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts of [jurisdiction].
本协议应适用并依照[governing law jurisdiction]法律解释和执行。
由本协议引起的任何争议将提交[jurisdiction]法院的专属管辖。
6. Entire Agreement (完整协议)
This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
本协议连同任何附件和附属文件，构成双方就本协议主题事项
达成的完整协议，并取代一切口头或书面的先前讨论、谈判和协议。
IN WITNESS WHEREOF, the parties hereto have executed
this Consulting Agreement as of the Effective Date., the parties hereto have executed this Consulting Agreement as of the Effective Date.
本协议于生效日期由双方签署。
Exhibit A: Statement of Work (附注A：工作说明书)
[Attach the detailed statement of work as Exhibit A] [将详细的工作说明书作为附注A附件]。