英文版法律顾问手册合同管理办法
法律顾问合同协议书英文版
法律顾问合同协议书英文版文件编号TT-00-PPS-GGB-USP-UYY-0089Beijing YingKe Law FirmCONTRACT ON RETAINING LEGAL COUNSELParty A:Address:Telephone:Fax:Party B: Beijing YingKe Law FirmAddress: 6th Floor, Tower C, Dacheng InternationalCenter, No. 76, East 4th Ring Middle Road,Chaoyang District，Beijing, 100124 Telephone:Fax:Party A would like to retain Party B as its legal counsel, according to " Law on Legal Counsel of the People's Republic of China" The two parties through consultation hereby agree upon, and shall be bound by, the following terms:Article ⅠParty A will designate 【】, as the lawyer employed by B, to work as A's legal counsel. 【】 will provide legal assistance and protect A's interests vested by law. Article Ⅱ Party B’s scope of responsibilityⅰ.Answer questions on legal issues from Client and give opinions or any advice on such issues;ⅱ. Upon the client’s request, Party B shall participate in commercial negotiations, in which Client is a party,and be concerned with drafting, modification,reviewing and examination of the legal documentssuch as contracts and agreements or preparing legal documents that is needed in the negotiations;ⅲ. Provide economic and legal informa tion pertain to the business operation of the client;ⅳ. Represent the client in the litigation of criminal, civil, economic and administrative cases; offer strategic legal advice in litigation and arbitration as a legal advisor, preventing or negating legal risk；ⅴ. Help to set up and organize files of legal documents and alarm any legal risk;ⅵ.Render legal consultancy for business operation and management of client;ⅶ. Participate in important economic activities of client, offering all follow up services if necessary;ⅷ. Provide legal documents such as legal opinion, lawyer’s advice, lawyer’s testimony and lawyer’s letter etc;ⅸ. Credibility investigation upon request: investigation on the entity qualification, business registration, legalstatus, true identity, background, status quo ofbusiness operation and management and assetsstatus of the cooperation partners and clients of client;ⅹ．Upon Client’s request, Party B should research, gather and explain any related law, rules, andregulations, and provide practical operationalguidelines for the clients;xi. Party B may sign, send and deliver legal documents with the authority of the clients;xii. Other services after negotiation and agreement by the two parties.Article Ⅲ Party A’s Obligationsⅰ. Party A shall provide convenience to legal counsels appointed by Party B and specially appoint a person to keep regular contact with the counsels of Party B;ⅱ.?Party A shall offer chances to the counsels appointed by Party B for attending client’s business meetings that are concerned in order that Party B can renderbetter legal services;?ⅲ. Party A should comprehensively, objectively provide information, materials and/or documents regardingthe legal affair to Party B within a reasonable time;ⅳ. Party A has the responsibility to make independent judgments and decisions. Party B shall not beresponsible for any loss incurred by Party A that is not caused by the negligent advice of Party B.Article Ⅳ Party B’s Obligationsⅰ. The Party B accepts the authorization of the Party A and assigns lawyer 【】as the attorney to deal with Party A’s legal affairs;ⅱ. The attorney assigned by Party B should take full responsibility toParty A’s legal affair stipulated in Article Ⅱ;ⅲ. Party B attorney should make the best efforts to maintain Party A’s benefit by making judgmentbased on the law;ⅳ. Party B attorney must complete Party A’s legal affairs promptly after obtaining the materials provided byParty A;ⅴ. The attorney acting for the Party B shall not deal with another party in a transaction or a dispute, withoutthe agreement of Party B, if the other party’s interest conflicts with Party B;ⅵ. The attorney actin g for Party B has an obligation of not disclosing any trade secrets to a third party,unless agreed by Party B or sanctioned by law;ⅶ. Party B shall keep a record of Party A’s services; the record must have a complete log of Party A’s services, along with the original evidences, legal documents or any belongings which should be kept properly.Article Ⅴ retaining fee and work expenseⅰ. The retaining fee is【】 yuan;Methods of payment：【】.ⅱ. Party A shall bear the cost incurred by the appointed lawyer of Party B during the course of business. The cost that shall be borne by Party A is included in the list, the list is not exhaustive and the cost that shall be bore is not restricted by the list. The list consists of:The commission of survey, certification fee, translation fee, outstation expenses (food, travel andaccommodation).Party B shall disburse the expenses upon agreeing with Party A.Methods of payment accepted: 【】 .Article Ⅵ Termination of the contractⅰ. Contract may be terminate d by mutual agreement after consultation;ⅱ. If the contract is terminated before consultation:a. If Party B’s appointed lawyer is replaced arbitrarilywithout the agreement of Party A, Party A mayterminate the contract if, by the result of thereplacement, Party A suffers significant loss or drop in quality of work;b. If Party A suffers a loss because of Party B’s delayand dereliction of duty, Party A may terminate thecontract;c. If Party A suffers an important loss in document that iscause d by Party B’s negligence in security obligation and disadvantageous legal opinion, Party A mayterminate the contract;d. If Party A has not paid the agreed fee to Party B in thestipulated time and after Party B has served a notice to Party A regarding this matter, Party B may terminate the contract if Party A still does not pay within thetime given in the notice.Article Ⅶ Liabilities for Breach of Contractⅰ. The Parties shall strictly abide by this Contract and shall not unilaterally terminate this Contract beforethe expiring date of?this Contract; otherwise thedefaulting party shall pay the non-defaulting party a penalty which is equal to the proportion of retainingfee for the remaining term of this Contract;ⅱ. Party A shall be liable for any dam age caused by Party A’s failure of providing the legal advisor withnecessary information or materials concerned in time;ⅲ. If Party A fails to pay the attorney fee on time, Party B shall have the right not to perform its obligationshereunder or to terminate this Contract；ⅳ. If Party B, without proper reason, violates the agreement or does not fulfill its obligation under thecontract, Party A may request Party B to return all or part of the retaining fees.Article Ⅷ Dispute solutionIn the event of a dispute, both parties must resolve the dispute in a friendly manner. If the dispute could not be resolved by mutual agreement, any parties may make an application to the People’s court for the dispute to be heard.Article Ⅸ Activation of the ContractThe contract shall come in to force from the date of 【】to the date of 【】.Article ⅩThere shall be two copies of the contract, one for each party, signed, sealed and delivered by both parties.Party A:Representative’s signature:Address:Telephone:Date: ______ year _____ month _____ dayParty B: Beijing YingKe Law Firm Representative’s signature:Address: 6th Floor, Tower C, Dacheng International Center, No. 76, East 4th Ring Middle Road,Chaoyang District，Beijing, 100124 Telephone:Fax:Date: ______ year _____ month ____ day2。
常年法律顾问合同-中英文版
常年法律顾问合同RETAINING LEGAL CONSULTANT CONTRACT本合同订立之双方为：甲方：一家在中国上海市登记注册的内资企业，具有独立法人资格，依法独立享有民事权利与承担民事义务。
地址：联系电话：邮编：总裁：乙方：x律师事务所一家在中国上海市浦东新区司法局登记注册的专业律师事务所，具有独立法人资格，依法独立享有民事权利与承担民事义务的机构。
地址：x联系电话：x 邮编：x法定代表人：x 主任合伙人、高级律师甲方在此聘请乙方担任甲方的常年法律顾问，双方经协商并就此达成如下合同条款，以资共同信守：一、提供服务的律师Section 1. The lawyer who provide legal service乙方接受甲方的聘请，担任甲方的常年法律顾问。
代表乙方的主要联系人为x 律师，甲方的日常法律事务主要由该律师负责处理。
同时乙方承诺，为甲方提供法律服务的律师并不限于上述律师，乙方将根据甲方提出的服务要求可指派具有相应专长的律师及时为甲方提供法律顾问服务。
Party B accepts such entrustment and will assign lawyer x and lawyers to provide daily legal service chiefly. Party B also promises:1)The member of lawyers who are assigned to provide legal service for Party A arenot limited to the aforesaid two lawyers.2)According to Party A’s requir ement, Party B will assign the specialized lawyer togive special law service for Party A without delay.二、服务范围：乙方可向甲方提供的常年法律顾问服务包括：Section 2. Service scope1.以书面或口头的方式向甲方提供法律咨询；Providing legal consultation for Party A orally or in written form;2.代为审核甲方业务中涉及的各类合同、协议、报告或其他法律文件；Examining Party A’s contracts, agreements, reports as well as other legal documents;3.应甲方要求参加甲方相关的会议；Attending relevant conference according to Party A’s requirement;4.受甲方的委托并根据相关的法律规定，代为调查、查阅、复制政府部门、机关的有关档案资料；Taking investigation and copying documents from relevant government agencies;5.受甲方的委托，代表甲方发布声明、公告、律师函或向新闻媒体披露信息；Issuing statement, announcement, lawyer letter or disclose information to the media according to Party A’s special authorization;6.应甲方的要求代表甲方与争议对方进行简单的交涉、协商、谈判、和解、调解；According Party A’s requirement, Negotiating, intermediating with the opposing party on behalf of Pary A ;7.为甲方每年安排一至二次法律讲座或基本法律知识培训。
法律顾问合同英文版
法律顾问合同英文版第一篇：法律顾问合同英文版RETAINING CONTRACT服务合同Contract Number: 合同号1.0 The Parties 缔约方Chongqing, People’s Republic of China as of is entered into by and between: 本服务合同（以下简称合同）于2009年2月28日在中华人民共和国重庆市由以下双方订立：1.1(“Client”)重庆环松工业集团（以下简称委托方）And 和1.2 Chongqing GuangXian Law Offices(“Advisor”)重庆广贤律师事务所（以下简称顾问方）1.3 Client and Advisor shall hereinafter be referred to individually as the“Party” and collectively as the “Parties”.委托方和顾问方可单独称为“一方”，合称为“双方”。
2.0 Backgrounds缔约基础2.1 In accordance with the Lawyers Act and Contract Act of the People’sRepublic of China, Client engages Advisor as its retained advisor to deal with the international legal and business affairs in its businessoperation.根据《中华人民共和国律师法》和《中华人民共和国合同法》，委托方聘请顾问方处理国际贸易中的法律和业务事项。
2.2 Through coordination with the local government agencies andbusinesses of both America and China, Advisor hasestablishedrelationship with American cooperator(s)and introduced suchPage 1 of 5American cooperator(s)as Aircraft Inventory Corporation(owned byMr.Gary Bannister)to Client.通过与中美政府机构和公司建立联系等方式，顾问方业已向委托方引荐航空器部件公司（由加瑞·班尼斯特先生控股）等美国合作单位。
英文版法律顾问手册-合同管理办法
Contracts Management ProceduresChapter I General ProvisionsArticle 1 These Procedures have been formulated in accordance with the provisions of the P.R.C Contract Law and other relevant laws and regulations in conjunction with the actual conditions of the company in order to make the contracts management of the Company standardized and procedural to improve the quality and efficiency of contracts management and to protect the lawful rights and interests of the Company.Article 2 Contracts management referred to herein means a series of such activities as the planning, organization, control, mediation, litigation and supervision and inspection by the Company as a subject to the economic legal relationship pursuant to law, in relation to the signature, performance, modification and rescission of and disputes over contracts.Article 3 Contracts management shall be subject to the management system integrating the assumption of the responsibility for contracts management by the persons handling contracts and department managers, the review of contracts by legal counsels and the examination and approval thereof by the leaders.Article 4 These Procedures shall apply to various departments of the company and all branches thereof.Chapter II Signature of ContractsArticle 5 Signature of contracts must comply with state laws, regulations and policies under the principles of equality and mutual benefit, consensus through consultations and making compensation for equal value in order to protect the interest of the Company. No contracts may be signed illegally, and no contracts to the disadvantage of company may be entered into.Article 6 Before entering into a contract, we shall know of in all respects such conditions as the cooperating party’s creditworthiness and capabi lity to perform the contract to be entered into. No contracts may be entered into with entities/individuals without good creditworthiness and the capability to perform investigations on the cooperating party’s creditworthiness and capability to perform a c ontract include but are not limited to:1.Its business license and other license if it is in a licensed operation industry and status ofannual inspection by industrial and commercial authorities;2.Its economic type and articles of association;3.The information on the opening of its basic account (including account name, bank andnumber;4.Its financial statements;5.Its operation history, market shares and recent developing tendency;6.The conditions of other performance by it7.If the cooperating party is a natural person, we shall know of in all respects his/her identity,habitual residence address, and job background as well as the status of his/her personal and family propertiesArticle 7 In making a contract, we shall examine strictly the qualifications of the persons making the contract. The legal representative of a legal person entity or the mainresponsible person of a non legal person entity may sign the contract, if other person as an agent signs the contract, he/she must submit the letter of authorization produced by the legal representative or the main responsible person.In making a contract, we shall examine in all respects the materials necessary to make the contract. When the person handing the contract enters into the contract, he/she shall require the other party to provide the certificate proving its legal representative qualification, the copy of its business license counterpart and other necessary materials that need to be provided by it under specific conditions, if the contract is an especially material one, the said person shall require the other party to provide directly the counterpart of its business license sealed by the administration for industry and commerce, if its agent enters into the contract on its behalf, the said person shall require the agent to provide the effective letter of authorization issued and signed by its legal representative if it is a legal person entity or by its main responsible person if it is a non legal person entity, and examine whether the name of its legal representative is the same as that stated in its business license. The person handling the contract shall be responsible for examining whether the copies of materials provided by the other party are the same as originals thereof.When representing the Company to sign a contract with an external party, the person handling contracts must have the qualifications to sign the contract, i .e he/she must have the written letter of authorization produced by the legal representative of the Company. No person may sign a contract with any external party without or beyond the authorization, otherwise, he/she shall bear all legal responsibilities.Article 8 A contract shall be entered into in writing.Before the Company signs a contract with an external party, both parties to the contract shall draft generally the contract text through consultation, if the State laws and regulations or ministerial rules have special provisions in relation thereto, the standardcontract formulated by the State competent authority shall be used legally, and the model contract drafted by the Company on its own may also be referenced.If an open model contract is used, the relevant terms or provisions thereof shall be written in clearly and completely; otherwise, the contract shall not be signed and sealed, such unnecessary terms or provisions thereof shall be all deleted, ‘/’ shall be drawn in the unnecessary open place therein, and the contract shall be fixed with a checking seal, official seal or special seal for signing contracts.Article 9 Contracts shall include such main clauses as the subject matter (means cargo, currency labor and engineering project etc., quantity and quality, price and remuneration, the period, location and method of performance, responsibility for breach of the contract, the method to settle disputes and the date of signature, and the guarantee clause shall be also included therein as far as possible.Article 10 A contract shall become effective only after it is signed by the person with the qualifications to sign the contract (the legal representative or agent authorized by the legal representative and fixed with the official seal of the Company or the special seal for signing contracts.Article 11 Each branch of the Company shall sign a contract with an external party only within its legal business scope or authorized scope. If a contract beyond its business scope or authorized scope needs to be executed the matter shall be approved by the leaders of the Company, the contract shall be executed by the leader of the Company with the authority to do so, and the special authorization of signing the contract shall be made or applied for in the name of the Company.Article 12 All contracts to be signed by each department or branch of the Company with external parties must be submitted to the legal counsels of the Company for examination and signed only after the legal counsels examine them to be correct, express the opinions thereon, and report on them to the leaders of the Company for approval.The examination of contracts shall be subject to the principle integrating the legality, feasibility and profitability.Each person handling a contract and each examiner shall express his/her examination opinions and make signatures on the Form for Examining Legal Documents (see Annex 2, and then only after the contract is approved by the leaders of the Company, may it be submitted for the signature by the other party, and eventually for the signature by the financial department of the Company.Article 13 The examination of a contract shall be carried out under the following procedures:1.The examination by the person handling the contract on his/her own;2.The examination by the responsible person of the department or branch handling thecontract;3.The examination by the legal counsels of the Company;4.The examination by the vice-president of the Company in charge;5.The approval by the president of the Company; and6.The signature by the legal representative or president of the Company or the representativewith the authority to do so.See Annex 1 for the specific working process of examining legal documents.Article 14 A contract shall have legal binding upon legal signing, and must be complied with strictly and performed in all respects. If some matter is not included or isnot clear in a contract, the matter may be handled in accordance with the relevant provisions of the P.R.C Contract Law.Article 15 A contract may be modified or rescinded after both parties to a contract reach a consensus thereon, or a legal or agreed mater therefore occurs.Article 16 The modification or rescission of a contract may be handled, mutatis mutandis, under the procedures for entering into contracts.Chapter III Handling of Contracts DisputesArticle 17 After a contract dispute arises between parties to the contract, the persons handling the contract shall be responsible for settling the contract dispute on a coordination basis under the assistance of the legal counsels.Article 18 A contract dispute shall be settled through consultation and negotiation as far as possible in order to reduce the litigation costs.Article 19 The contract dispute that is really unable to be settled through consultation may be submitted to the competent court or arbitration for mediation, judgment or arbitration. The specific proposal for handling the same shall be drafted under the guiding opinions of the legal counsels, and reported on to the leaders of the Company for approval.Article 20 If we still have the objections to the effective judgment or arbitral award rendered by the court or arbitration institution, we shall make an appeal legally under the opinions of the legal counsels of the Company. If the other party refuses to perform the judgment or arbitral award that has become effective, we may apply to the court for enforcing the judgment or arbitral award. If an application for such enforcement will be filed, the legal opinions hereon shall be produced by the legal counsels of the Company and reported on to the leaders of the Company for approval.Chapter IV Management of Contract ArchivesArticle 21 The persons handling contracts shall establish and keep detailed projects archives completely, including the projects proposals, feasibility study reports, contracts drafts, telephone records minutes. Letters exchanged between parties, the relevant documents and official replies from governments, relevant rights certifications or certificates at the stage of entering into contracts and the archives contents relating to the performance of contracts.Such faxes of material letters received shall be copied and kept in archives together with the copies thereof in order to avoid the vagueness and even disappearance of words thereon with the lapse of time.Article 22 The legal counsels of the Company shall establish the contracts archives and contract examination archives for the contracts counterparts and contracts performance reports submitted by the persons handling the contracts.Article 23 The legal working persons set up by each branch specially shall be responsible for the contract archives management for their respective branch and accept the professional guidance of the legal counsels of the Company.Article 24 The originals of contracts shall be managed by the financial department of the Company on a unified basis. Each department shall realize the electronic management ofcontracts to improve the efficiency of contracts management.Article 25 If a person handling contracts or a contracts archives manager is deployed or leaves his/her post, he/she shall follow timely the delivering procedures in relation to the management of contracts archives.Chapter V Supplementary RulesArticle 26 The Company shall be responsible for interpreting and revising these Procedures, which shall be implemented on a trial basis as of the date when they are distributed to each department or branch of the Company.。
常年法律顾问合同英语范本5篇
常年法律顾问合同英语范本5篇篇1Legal Consultation AgreementThis Legal Consultation Agreement (the "Agreement") is entered into by and between [Company Name], a [State] corporation with its principal place of business at [Address] ("Company"), and [Law Firm Name], a law firm licensed to practice law in the state of [State] with its principal place of business at [Address] ("Law Firm").1. Engagement of Law Firm. The Company hereby retains the Law Firm to provide legal consultation services and advice on an ongoing basis during the term of this Agreement. The Law Firm shall provide legal advice and consultation services in the areas of [specify areas of law] as requested by the Company.2. Scope of Services. The Law Firm shall provide the following services to the Company as part of this Agreement:a. Reviewing and advising on legal matters related to the Company's business operations;b. Drafting and reviewing contracts and other legal documents;c. Providing legal advice and consultation on regulatory compliance;d. Representing the Company in legal proceedings as required;e. Any other legal services as requested by the Company.3. Term. This Agreement shall commence on [Effective Date] and shall continue for a period of [Initial Term] months. Thereafter, this Agreement shall automatically renew for successive [Renewal Term] month periods unless terminated by either party with [Notice Period] days' written notice.4. Compensation. The Company shall pay the Law Firm for its services as follows: [Payment Terms]. The Company shall also reimburse the Law Firm for any out-of-pocket expenses incurred in the course of providing legal services under this Agreement.5. Confidentiality. The Law Firm shall treat all information provided by the Company as confidential and shall not disclose such information to any third party without the Company's prior written consent, except as required by law.6. Termination. Either party may terminate this Agreement at any time by providing [Notice Period] days' written notice to the other party. In the event of termination, the Law Firm shall be entitled to payment for all services rendered up to the date of termination.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of [State].8. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Company Name]By: ___________________________ Name: _________________________ Title: ________________________[Law Firm Name]By: ___________________________ Name: _________________________ Title: ________________________Date: __________________________篇2Annual Legal Counsel ContractThis Annual Legal Counsel Contract (the “Contract”) is entered into on this ___ day of ____, 20__, by and between [Company Name], a corporation organized and existing under the laws of the State of [State], with its principal place of business located at [Address] (hereinafter referred to as the “Company”), and [Law Firm Name], a law firm organized and existing under the laws of the State of [State], with its principal place of business located at [Address] (hereinafter referred to as the “Legal Counsel”).1. Scope of ServicesThe Legal Counsel agrees to provide legal advice and services to the Company in connection with its business operations, including but not limited to:- Drafting and reviewing contracts and agreements.- Providing legal opinions on various matters.- Representing the Company in legal proceedings, if necessary.- Advising on compliance with applicable laws and regulations.2. TermThe term of this Contract shall be for a period of one year, commencing on ____ and terminating on ____ unless earlier terminated by either party in accordance with the provisions of this Contract. The Contract may be renewed for additionalone-year terms upon mutual agreement of the parties.3. CompensationIn consideration for the services to be provided by the Legal Counsel under this Contract, the Company agrees to pay a monthly retainer fee of $____ to the Legal Counsel. In addition, the Company shall reimburse the Legal Counsel for anyout-of-pocket expenses incurred in connection with the performance of the services under this Contract.4. ConfidentialityThe Legal Counsel agrees to maintain the confidentiality of all information provided by the Company and its employees in connection with the performance of the services under this Contract. The Company also agrees to keep confidential all legal advice and opinions provided by the Legal Counsel.5. TerminationEither party may terminate this Contract by providing written notice to the other party at least [number] days prior to the intended termination date. In the event of termination, the Legal Counsel shall be entitled to payment for all services rendered up to the termination date.6. Governing LawThis Contract shall be governed by and construed in accordance with the laws of the State of [State]. Any disputes arising out of or in connection with this Contract shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.In witness whereof, the parties hereto have executed this Contract as of the date first above written.[Company Name]By:__________________________Name:Title:[Law Firm Name]By:__________________________Name:Title:篇3Legal Advisory Services AgreementThis Legal Advisory Services Agreement (the "Agreement") is entered into by and between [Client Name], having its principal place of business at [Client Address] ("Client") and [Law Firm Name], having its principal place of business at [Law Firm Address] ("Law Firm") on [Date].1. Services ProvidedLaw Firm agrees to provide legal advisory services to Client on an ongoing basis during the term of this Agreement. The scope of services shall include but not be limited to:- Reviewing and advising on legal documents, contracts, and agreements.- Providing legal opinions and advice on business matters.- Representing Client in legal proceedings, if necessary.- Conducting legal research and analysis on specific issues.- Reviewing compliance with applicable laws and regulations.2. TermThe term of this Agreement shall be for a period of [12 months], commencing on the date of signing and concluding on [Date]. The Agreement may be renewed upon mutual agreement of both parties.3. FeesClient agrees to pay Law Firm a retainer fee of [Amount] per month, payable on the first day of each month. In addition to the retainer fee, Client shall pay Law Firm for any additional services provided at an hourly rate of [Rate]. Law Firm shall provide Client with monthly invoices detailing the services rendered and fees incurred.4. ConfidentialityBoth parties agree to maintain the confidentiality of all information shared during the course of the engagement. This includes, but is not limited to, client information, legal strategies, and any other sensitive information. Law Firm shall not disclose any confidential information without the prior written consent of Client.5. TerminationEither party may terminate this Agreement with [30] days' written notice. In the event of termination, Client shall pay for all services rendered until the effective date of termination. Law Firm shall return any unused retainer fees within [10] business days of termination.6. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the state of [State]. Any disputes arising out of or related to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Client Name] [Law Firm Name]Client Signature Law Firm SignatureDate: Date:This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings,whether written or oral. This Agreement may not be amended except in writing signed by both parties.篇4**Annual Legal Counsel Service Contract**This Annual Legal Counsel Service Contract (the "Contract") is made and entered into on [Date], by and between [Company Name], a corporation organized and existing under the laws of [State/Country], with its principal place of business located at [Address] (hereinafter referred to as the "Company”), and [Law Firm Name], a law firm organized and existing under the laws of [State/Country], with its principal place of business located at [Address] (hereinafter referred to as the "Legal Counsel").**1. Scope of Services**1.1 The Legal Counsel agrees to provide legal services to the Company in accordance with the terms and conditions set forth in this Contract. The Legal Counsel shall be available to advise the Company on all legal matters relating to its business operations.1.2 The legal services to be provided by the Legal Counsel may include, but are not limited to, the following:- General legal advice and consultation- Contract drafting and review- Regulatory compliance- Litigation support- Intellectual property matters- Employment law issues- Corporate governance1.3 The Legal Counsel shall perform its services in a professional and timely manner, exercising the degree of skill, care, and diligence that is customary for legal professionals in the same field.**2. Term**2.1 The initial term of this Contract shall be for a period of one year commencing on [Date]. This Contract shall automatically renew for successive one-year terms unless either party gives written notice of termination at least 30 days prior to the end of the current term.**3. Compensation**3.1 In consideration for the legal services provided by the Legal Counsel, the Company agrees to pay the Legal Counsel a fixed monthly fee of [Amount] per month. The fee shall be payable in advance on the first business day of each month.**4. Confidentiality**4.1 The Legal Counsel agrees to keep all information received from the Company confidential and not to disclose it to any third party without the Company's prior written consent, except as required by law.4.2 The Company agrees to provide the Legal Counsel with all information necessary for the provision of legal services and to promptly respond to any requests for information from the Legal Counsel.**5. Termination**5.1 Either party may terminate this Contract upon written notice to the other party if the other party materially breaches any provision of this Contract and fails to cure such breach within 30 days of receiving written notice of the breach.5.2 Upon termination of this Contract, the Legal Counsel shall promptly return all documents and information provided by the Company and cease to provide any further legal services.**6. Governing Law**6.1 This Contract shall be governed by and construed in accordance with the laws of [State/Country]. Any dispute arising under or in connection with this Contract shall be resolved through arbitration in [City], in accordance with the rules of the [Arbitration Association].IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.[Company Name]By: ___________________________Name: ________________________Title: _________________________[Law Firm Name]By: ___________________________Name: ________________________Title: _________________________This Annual Legal Counsel Service Contract is hereby accepted and agreed to by the parties as of the date first above written.篇5Legal Consultation AgreementThis Legal Consultation Agreement (the "Agreement") is made and entered into on this ___ day of ______, 20___ (the "Effective Date") by and between [Name of Company], a company organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Address] (the "Company"), and [Name of Law Firm], a law firm organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Address] (the "Law Firm").1. Scope of Services1.1 The Law Firm agrees to serve as the Company's legal counsel and provide legal advice and consultation on matters related to [specific area of law or subject matter e.g. corporate law, intellectual property, employment law, etc.] during the term of this Agreement.1.2 The Company may request specific legal services from the Law Firm, subject to the terms and conditions of this Agreement.2. Compensation2.1 The Company shall pay the Law Firm a fixed fee of [amount] for the legal services provided under this Agreement. Payment shall be made within [number] days of receipt of an invoice from the Law Firm.2.2 The Company shall reimburse the Law Firm for any reasonable out-of-pocket expenses incurred in connection with the provision of legal services, subject to the Company's prior approval.3. Term and Termination3.1 This Agreement shall commence on the Effective Date and shall continue for a period of [number] years (the "Term"), unless terminated earlier by either party in accordance with the terms of this Agreement.3.2 Either party may terminate this Agreement upon [number] days' written notice to the other party. In the event of termination, the Company shall pay the Law Firm for all services rendered up to the date of termination.4. Confidentiality4.1 The Company and the Law Firm agree to maintain the confidentiality of all information shared between them duringthe term of this Agreement, including but not limited to proprietary information, business plans, and legal strategies.4.2 The Company and the Law Firm shall not disclose any confidential information to third parties without the other party's prior written consent.5. Governing Law5.1 This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].5.2 Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of [Arbitration Institution].IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first written above.[Name of Company][Name of Law Firm]By: ______________________________ By:______________________________Name: Name:Title: Title:。
常年法律顾问合同英语范本3篇
常年法律顾问合同英语范本3篇篇1Lawyer Consultation ContractThis Lawyer Consultation Contract (the "Contract") is entered into on [Date] by and between [Client Name], with a principal place of business at [Client Address] ("Client") and [Lawyer Name], with a principal place of business at [Lawyer Address] ("Lawyer").1. PurposeThe purpose of this Contract is to establish a legal consultation arrangement between Client and Lawyer for ongoing legal advice and services.2. Scope of ServicesLawyer agrees to provide legal advice and services to Client in the following areas: [List areas of practice covered by the agreement, such as contract review, employment law, business formation, etc.].3. Retainer FeeClient agrees to pay Lawyer a retainer fee of [Dollar Amount] at the beginning of each month for the duration of this Contract. The retainer fee covers a set number of hours of legal consultation and services. Any hours worked beyond the retainer fee will be billed at an hourly rate of [Dollar Amount] per hour.4. Term and TerminationThis Contract shall commence on [Date] and shall continue on a month-to-month basis unless terminated by either party with a written 30-day notice. If either party terminates the Contract, Client shall pay Lawyer for any outstanding fees due up to the date of termination.5. ConfidentialityLawyer agrees to maintain the confidentiality of all information shared by Client in the course of their legal consultation. Client agrees not to disclose any proprietary or confidential information shared by Lawyer during the course of this Contract.6. IndemnificationClient agrees to indemnify and hold Lawyer harmless from any claims or liabilities arising from Client's use of the legal advice or services provided under this Contract.7. Governing LawThis Contract shall be governed by and construed in accordance with the laws of the State of [State].IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written.Client Signature: __________________________Client Name: __________________________Lawyer Signature: __________________________Lawyer Name: __________________________Date: __________________________This Lawyer Consultation Contract represents the agreement between Client and Lawyer for ongoing legal advice and services. By signing this Contract, both parties agree to the terms and conditions outlined herein.[Additional clauses or modifications can be added as needed to customize the Contract for the specific needs of the parties involved.]篇2Legal Consultation AgreementThis Legal Consultation Agreement (the "Agreement") is made and entered into as of [Date] by and between [Client], located at [Address] ("Client") and [Law Firm], located at [Address] ("Firm").1. Scope of ServicesFirm agrees to provide legal consultation services to Client in the following areas: [List specific areas of law in which the Firm will provide services]. The services may include but are not limited to: legal analysis, research, advice, and representation in legal matters.2. Term and TerminationThis Agreement shall commence on the date first set forth above and shall continue for a period of [Term]. Either party may terminate this Agreement at any time upon [Number] days written notice to the other party. Upon termination, Client shall pay Firm for all services provided up to the date of termination.3. Fees and PaymentClient agrees to pay Firm for services rendered at the rate of [Rate] per hour. Firm shall provide Client with monthly invoices for services provided during the preceding month. Client shall pay Firm within [Number] days of the date of each invoice.Additional costs, such as court filing fees or transcription fees, shall be billed to Client separately.4. ConfidentialityFirm shall maintain the confidentiality of all information provided by Client in connection with the legal consultation services. Client agrees not to disclose any confidential information obtained from Firm to any third party without the Firm's prior written consent.5. IndemnificationClient agrees to indemnify and hold harmless Firm, its attorneys, and employees from and against any and all claims, liabilities, losses, damages, costs, and expenses (including attorney's fees) arising out of or related to Client's use of the legal consultation services.6. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of [State]. Any disputes arising under this Agreement shall be resolved through mediation or arbitration in [City], [State].7. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral. This Agreement may not be amended except in writing signed by both parties.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.Client: ________________________ Date: ________________Firm: ________________________ Date: ________________[Lawyer(s) for Firm]This Legal Consultation Agreement is entered into on the date first written above and shall be effective as of the date first written above.[Client's Name]By: [Client's Signature]Title: [Client's Title]Date: [Date][Firm's Name]By: [Firm's Signature]Title: [Firm's Title]Date: [Date]篇3Lawyer service agreementThis agreement is entered into between [Client Name], located at [Client Address], referred to as the "Client", and [Lawyer Name], located at [Lawyer Address], referred to as the "Lawyer" in the following.1. Services to be provided: The Lawyer agrees to provide legal advice and counsel to the Client on an ongoing basis as required by the Client. The Lawyer will review documents, provide legal opinions, and represent the Client in legal matters as necessary.2. Term: This agreement shall commence on [Start Date] and shall continue until terminated by either party in writing with 30 days' notice.3. Fees: The Client agrees to pay the Lawyer a retainer fee of [Amount] per month for the services provided under this agreement. Additional fees may apply for specific legal services rendered, which will be agreed upon by both parties in writing.4. Expenses: The Client agrees to reimburse the Lawyer for any expenses incurred in the course of providing legal services, including but not limited to travel, court filing fees, and photocopying.5. Confidentiality: The Lawyer agrees to keep all information provided by the Client confidential and not to disclose it to any third party without the Client's consent, except as required by law.6. Termination: Either party may terminate this agreement with 30 days' written notice. The Client agrees to pay any outstanding fees and expenses owed to the Lawyer upon termination of the agreement.7. Governing law: This agreement shall be governed by the laws of [Jurisdiction] and any disputes arising out of or in connection with this agreement shall be resolved through arbitration in accordance with the rules of [Arbitration Organization].8. Entire agreement: This agreement constitutes the entire understanding between the Client and the Lawyer regarding the legal services to be provided and supersedes any prior agreements or understandings, whether written or oral.In witness whereof, the undersigned have executed this agreement as of the date first written above.Client: ____________________________Lawyer: ___________________________Date: _____________________________This agreement is hereby accepted and agreed to by the parties named above:___________________________________________[Client Name] [Client Signature]___________________________________________[Lawyer Name] [Lawyer Signature]Date: _____________________________。
英文版法律顾问手册聘用律师协议书
英文版法律顾问手册聘用律师协议书1. IntroductionThis agreement (the “Agreement”) sets forth the terms and conditions by which the client (the “Client”) retains the legal services of the attorney (the “Attorney”) for legal consultations and representation.2. Scope of ServicesThe Attorney shall provide legal advice and representation to the Client in accordance with the terms of this Agreement. The Attorney agrees to maintain confidentiality with respect to any communications or information exchanged between the Attorney and the Client in relation to this engagement, subject to applicable law or ethical rules.The legal advice and representation to be provided by the Attorney to the Client shall specifically include, but not be limited to:1.Advising and representing the Client regarding legal issues and disputes;2.Drafting, reviewing, and negotiating legal agreements;3.Engaging in negotiations or mediations with third parties on behalf of the Client;4.Conducting legal research as necessary; and5.Providing general legal advice to the Client.The Attorney shall use reasonable care and skill in advising and representing the Client, will keep the Client reasonably informed of the progress and status of any matter, and will promptly inform the Client of any developments that may materially affect the matter.3. Fees and BillingThe Attorney shall be entitled to a fee for legal services rendered to the Client under this Agreement as set forth in Schedule A hereto. The Attorney shall invoice the Client on a monthly basis for such fees, plus any costs incurred in connection with the provision of legal services under this Agreement.All invoices shall be paid in full by the Client within 30 days of receipt of the invoice, unless otherwise agreed in writing by the Attorney.4. TermThe term of this Agreement shall begin on the date hereof and shall continue until terminated by either party upon written notice to the other party. Any termination shall be without prejudice to any rights or obligations accruing under this Agreement prior to the effective date of termination.5. AssignmentThe Attorney shall not assign this Agreement or any of the rights or obligations hereunder without the prior written consent of the Client. The Client may assign this Agreement to any successor or assign without the prior written consent of the Attorney.6. Governing LawThis Agreement shall be governed, construed, and enforced in accordance with the laws of the state in which the Attorney is licensed to practice law.7. Dispute ResolutionAny disputes arising out of or related to this Agreement shall be resolved in accordance with the following procedures:1.The parties shall first attempt to resolve any disputes through good faith negotiations between themselves;2.If such negotiations are unsuccessful, the parties shall avail themselves of the mediation services of a mutually agreed-upon mediator;3.If mediation is unsuccessful, the parties agree to submit such disputes to binding arbitration in accordance with the rules of the American Arbitration Association; and4.Any judgment rendered by the arbitrator(s) shall be enforceable in any court having jurisdiction.8. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior communications, agreements, and understandings, whether written or oral, relating to the legal services to be provided by the Attorney to the Client.9. AmendmentNo amendment, modification, or waiver of any provision of this Agreement shall be valid unless in writing and signed by the parties.10. CounterpartsThis Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.11. NoticesAll notices, requests, and other communications required or permitted hereunder shall be in writing and shall be deemed given when personally delivered or sent by registered mail, postage prepaid, addressed to the party at the address set forth below, or at such otheraddress as such party may hereafter specify by written notice to the other party:If to the Client:[Client’s Address]If to the Attorney:[Attorney’s Address]IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.[Client]By: _____________________________[Attorney]By: _____________________________SCHEDULE A[Insert hourly rates or fixed fees for legal services performed by the Attorney for the Client.]。
英文版法律顾问手册合同管理办法
编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载英文版法律顾问手册合同管理办法甲方：___________________乙方：___________________日期：___________________Chapter I General ProvisionsArticle 1 These Procedures have been formulated in accordance with the provisions of the P.R.C Contract Law and other relevant laws and regulations in conjunction with the actual conditions of the company in order to make the contracts management of the Company standardized and procedural to improve the quality and efficiency of contracts management and to protect the lawful rights and interests of the Company.Article 2 Contracts management referred to herein means a series of such activities as the planning, organization, control, mediation, litigation and supervision and inspection by the Company as a subject to the economic legal relationship pursuant to law, in relation to the signature, performance, modification and rescission of and disputes over contracts.Article 3 Contracts management shall be subject to the management system integratingthe assumption of the responsibility for contracts management by the persons handlingcontracts and department managers, the review of contracts by legal counsels and the examination and approval thereof by the leaders.Article 4 These Procedures shall apply to various departments of the company and all branches thereof.Chapter II Signature of ContractsArticle 5 Signature of contracts must comply with state laws, regulations and policies under the principles of equality and mutual benefit, consensus through consultations and making compensation for equal value in order to protect the interest of the Company. No contracts may be signed illegally, and no contracts to the disadvantage of company may be entered into.Article 6 Before entering into a contract, we shall know of in all respects such conditionsas the cooperating party 's creditworthiness and capability to perform the contract to beentered into. No contracts may be entered into with entities/individuals without good creditworthiness and the capability to perform investigations on the cooperating party ’ s creditworthiness and capability to perform a contract include but are not limited to:1. Its business license and other license if it is in a licensed operation industry and status of annualinspection by industrial and commercial authorities;2. Its economic type and articles of association;3. The information on the opening of its basic account (including account name, bankand number);4. Its financial statements;5. Its operation history, market shares and recent developing tendency;6. The conditions of other performance by it7. If the cooperating party is a natural person, we shall know of in all respects his/heridentity, habitual residence address, and job background as well as the status of his/herpersonal and family propertiesArticle 7 In making a contract, we shall examine strictly the qualifications of the persons making the contract. The legal representative of a legal person entity or the main responsible person of a non legal person entity may sign the contract, if other person as an agent signs the contract, he/she must submit the letter of authorization produced by the legal representative or the main responsible person.In making a contract, we shall examine in all respects the materials necessary to make the contract. When the person handing the contract enters into the contract, he/she shall require the other party to provide the certificate proving its legal representative qualification, the copy of its business license counterpart and other necessary materials that need to be provided by it under specific conditions, if the contract is an especially material one, the said person shall require the other party to provide directly the counterpart of its business license sealed by the administration for industry and commerce, if its agent enters into the contract on its behalf, the said person shall require the agent to provide the effective letter of authorization issued and signed by its legal representative if it is a legal person entity or by its main responsible person if it is a non legal person entity, and examine whether the name of its legal representative is the same as that stated in its business license. The person handling the contract shall be responsible for examining whether the copies of materials provided by the other party are the same as originals thereof.When representing the Company to sign a contract with an external party, the person handling contracts must have the qualifications to sign the contract, i .e he/she must have the written letter of authorization produced by the legal representative of the Company. No person may sign a contract with any external party without or beyond the authorization, otherwise, he/she shall bear all legal responsibilities.Article 8 A contract shall be entered into in writing.Before the Company signs a contract with an external party, both parties to the contractshall draft generally the contract text through consultation, if the State laws and regulations or ministerial rules have special provisions in relation thereto, the standard contract formulated by the State competent authority shall be used legally, and the model contract drafted by the Company on its own may also be referenced.If an open model contract is used, the relevant terms or provisions thereof shall be writtenin clearly and completely; otherwise, the contract shall not be signed and sealed, such unnecessary terms or provisions thereof shall be all deleted, /° shall be drawn in the unnecessary open place therein, and the contract shall be fixed with a checking seal, official seal or special seal for signing contracts.Article 9 Contracts shall include such main clauses as the subject matter (means cargo, currency labor and engineering project etc.), quantity and quality, price and remuneration, the period, location and method of performance, responsibility for breach of the contract, the method to settle disputes and the date of signature, and the guarantee clause shall be also included therein as far as possible. Article 10 A contract shall become effective only after it is signed by the person with the qualifications to sign the contract (the legal representative or agent authorized by the legal representative) and fixed with the official seal of the Company or the special seal for signing contracts.Article 11 Each branch of the Company shall sign a contract with an external party only within itslegal business scope or authorized scope. If a contract beyond its business scope or authorized scope needs to be executed the matter shall be approved by the leaders of the Company, the contract shall be executed by the leader of the Company with the authority to do so, and the special authorization of signing the contract shall be made or applied for in the name of the Company.Article 12 All contracts to be signed by each department or branch of the Company withexternal parties must be submitted to the legal counsels of the Company for examination and signed only after the legal counsels examine them to be correct, express the opinions thereon, and report on them to the leaders of the Company for approval.The examination of contracts shall be subject to the principle integrating the legality, feasibility and profitability.Each person handling a contract and each examiner shall express his/her examination opinions and make signatures on the Form for Examining Legal Documents (see Annex 2),and then only after the contract is approved by the leaders of the Company, may it be submitted for the signature by the other party, and eventually for the signature by the financial department of the Company.Article 13 The examination of a contract shall be carried out under the following procedures:1. The examination by the person handling the contract on his/her own;2. The examination by the responsible person of the department or branch handling the contract;3. The examination by the legal counsels of the Company;4. The examination by the vice-president of the Company in charge;。
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Contracts Management ProceduresChapter I General ProvisionsArticle 1 These Procedures have been formulated in accordance with the provisions of theP.R.C Contract Law and other relevant laws and regulations in conjunction with the actual conditions of the company in order to make the contracts management of the Company standardizedand procedural to improve the quality and efficiency of contracts management and to protectthe lawful rights and interests of the Company. Article 2 Contracts management referred to herein means a series of such activities as theplanning, organization, control, mediation,litigation and supervision and inspection by the Company as a subject to the economic legal relationship pursuant to law, in relation to thesignature, performance, modification and rescission of and disputes over contracts.Article 3 Contracts management shall be subject to the management system integrating theassumption of the responsibility for contracts management by the persons handling contractsand department managers, the review of contracts by legal counsels and theexamination and approval thereof by the leaders. Article 4 These Procedures shall apply to various departments of the company and all branches thereof. Chapter II Signature of ContractsArticle 5 Signature of contracts must comply with state laws, regulations and policies underthe principles of equality and mutual benefit, consensus through consultations and making compensation for equal value in order to protect the interest of the Company. No contracts maybe signed illegally, and no contracts to the disadvantage of company may be entered into.Article 6 Before entering into a contract, we shall know of in all respects such conditionsas the cooperating party 's creditworthiness and capability to perform the contract to be entered into. No contracts may be entered into withentities/individuals without good creditworthinessand the capability to perform investigationson the cooperating party 'screditworthiness and capability to perform a contract include but are not limited to:1. Its business license and other license if it is ina licensed operation industry and statusof annual inspection by industrial and commercialauthorities;2. Its economic type and articles of association;3. The information on the opening of its basic account (including account name, bankand number);4. Its financial statements;5. Its operation history, market shares and recent developing tendency;6. The conditions of other performance by it7. If the cooperating party is a natural person, we shall know of in all respects his/heridentity, habitual residence address, and job background as well as the status of his/her personal and family propertiesArticle 7 In making a contract, we shall examinestrictly the qualifications of the personsmaking the contract. The legal representative of a legal person entity or the main responsibleperson of a non legal person entity may sign the contract, if other person as an agent signsthe contract, he/she must submit the letter of authorization produced by the legalrepresentative or the main responsible person.In making a contract, we shall examine in all respects the materials necessary to make thecontract. When the person handing the contract enters into the contract, he/she shall requirethe other party to provide the certificate proving its legal representative qualification, thecopy of its business license counterpart and other necessary materials that need to be providedby it under specific conditions, if the contract is an especiallymaterial one, the said person shall require the other party to provide directly the counterpartof its business license sealed by the administration for industry and commerce, if its agententers into the contract on its behalf, the said person shall require the agent to provide theeffective letter of authorization issued and signed by its legal representative if it is a legalperson entity or by its main responsible person if it is a non legal person entity, and examinewhether the name of its legal representative is the same as that stated in its business license.The person handling the contract shall be responsible for examining whether the copies ofmaterials provided by the other party are the same as originals thereof.When representing the Company to sign a contract with an external party, the person handlingcontracts must have the qualifications to sign the contract, i .e he/she must have the writtenletter of authorization produced by the legal representative of the Company. No person may signa contract with any external party without or beyond the authorization, otherwise, he/she shallbear all legal responsibilities.Article 8 A contract shall be entered into in writing.Before the Company signs a contract with an external party, both parties to the contractshall draft generally the contract text through consultation, if the State laws and regulationsor ministerial rules have special provisions in relation thereto, the standard contractformulated by the State competent authority shall be used legally, and the model contract draftedby the Company on its own may also be referenced. If an open model contract is used, the relevant terms or provisions thereof shall be writtenin clearly and completely; otherwise, the contract shall not be signed and sealed, suchunnecessary terms or provisions thereof shall be all deleted, ‘/ 'shall be drawn in theunnecessary open place therein, and the contract shall be fixed with a checking seal, officialseal or special seal for signing contracts.Article 9 Contracts shall include such main clauses as the subject matter (means cargo, currencylabor and engineering project etc.), quantity and quality, price and remuneration, the period,location and method of performance, responsibility for breach of the contract, the method tosettle disputes and the date of signature, and the guarantee clause shall be also includedtherein as far as possible.Article 10 A contract shall become effective only after it is signed by the person with thequalifications to sign the contract (the legal representative or agent authorized by the legal representative) and fixed with the official seal of the Company or the special seal for signingcontracts.Article 11 Each branch of the Company shall sign a contract with an external party onlywithin its legal business scope or authorized scope. If a contract beyond its business scopeor authorized scope needs to be executed the matter shall be approved by the leaders of theCompany, the contract shall be executed by the leader of the Company with the authority to doso, and the special authorization of signing the contract shall be made or applied for in thename of the Company.Article 12 All contracts to be signed by each department or branch of the Company with externalparties must be submitted to the legal counsels of the Company for examination and signed onlyafter the legal counsels examine them to be correct, express the opinions thereon, and reporton them to the leaders of the Company for approval. The examination of contracts shall be subject to the principle integrating the legality,feasibility and profitability.Each person handling a contract and each examiner shall express his/her examinationopinions and make signatures on the Form for Examining Legal Documents (see Annex 2),and then only after the contract is approved by the leaders of the Company, may it be submittedfor the signature by the other party, and eventually for the signature by the financialdepartment of the Company.Article 13 The examination of a contract shall be carried out under the following procedures:1. The examination by the person handling the contract on his/her own;2. The examination by the responsible person of the department or branch handling the contract;3. The examination by the legal counsels of the Company;4. The examination by the vice-president of the Company in charge;5. The approval by the president of the Company; and6. The signature by the legal representative or president of the Company or the representativewith the authority to do so.See Annex 1 for the specific working process ofexamining legal documents.Article 14 A contract shall have legal binding upon legal signing, and must be complied withstrictly and performed in all respects. If some matter is not included or is not clear in acontract, the matter may be handled in accordance with the relevant provisions of the P.R.CContract Law.Article 15 A contract may be modified or rescinded after both parties to a contract reach aconsensus thereon, or a legal or agreed mater therefore occurs.Article 16 The modification or rescission of a contract may be handled, mutatis mutandis,under the procedures for entering into contracts. Chapter III Handling of Contracts DisputesArticle 17 After a contract dispute arises between parties to the contract, the persons handlingthe contract shall be responsible for settling the contract dispute on a coordination basisunder the assistance of the legal counsels.Article 18 A contract dispute shall be settled through consultation and negotiation as far aspossible in order to reduce the litigation costs. Article 19 The contract dispute that is really unable to be settled through consultation maybe submitted to the competent court or arbitration for mediation, judgment or arbitration.The specific proposal for handling the same shall be drafted under the guiding opinions ofthe legal counsels, and reported on to the leaders of the Company for approval.Article 20 If we still have the objections to the effective judgment or arbitral award renderedby the court or arbitration institution, we shall make an appeal legally under the opinionsof the legal counsels of the Company. If the other party refuses to perform thejudgment or arbitral award that has become effective, we may apply to the court for enforcingthe judgment or arbitral award. If an application for such enforcement will befiled, the legal opinions hereon shall be produced by the legal counsels of the Company andreported on to the leaders of the Company for approval. Chapter IV Management of Contract ArchivesArticle 21 The persons handling contracts shall establish and keep detailed projects archives completely, including the projects proposals, feasibility study reports, contracts drafts, telephone records minutes. Letters exchanged between parties, the relevant documents andofficial replies from governments, relevant rights certifications or certificates at the stageof entering into contracts and the archives contents relating to the performance of contracts.Such faxes of material letters received shall be copied and kept in archives together with thecopies thereof in order to avoid the vagueness and even disappearance of words thereon withthe lapse of time.Article 22 The legal counsels of the Company shall establish the contracts archives and contract examination archives for the contracts counterparts and contracts performance reports submittedby the persons handling the contracts.Article 23 The legal working persons set up by each branch specially shall be responsible。