Consulting-Agreement-顾问协议书-英文版
国外咨询合同范本 英文
国外咨询合同范本英文Consulting Services AgreementThis Consulting Services Agreement (the "Agreement") is made and entered into as of ____________ (the "Effective Date"), and between ____________ ("Client") and ____________ ("Consultant").1. ServicesConsultant agrees to provide the following consulting services to Client (the "Services"):(a) ____________(b) ____________(c) ____________2. CompensationIn consideration for the Services, Client agrees to pay Consultant the following pensation:(a) ____________(b) ____________(c) ____________3. TermThe term of this Agreement shall mence on the Effective Date and shall continue until terminated either party in accordance with the provisions of this Agreement.4. TerminationEither party may terminate this Agreement at any time, with or without cause, upon written notice to the other party. In the event of termination, Consultant shall be end to receive any unpd pensation for Services rendered up to the date of termination.5. Confidentiality(a) Definition of Confidential Information. "Confidential Information" means any and all information disclosed either party to the other party, whether orally, in writing, or any other means, that is identified as confidential or shouldreasonably be understood to be confidential. Confidential Information includes, but is not limited to, trade secrets, business plans, customer lists, marketing strategies, and any other proprietary information.(b) Use and Disclosure of Confidential Information. Neither party shall use or disclose any Confidential Information of the other party, except as necessary to perform its obligations under this Agreement or as required law. The parties shall take all reasonable measures to protect the confidentiality of the other party's Confidential Information.6. Intellectual Property(a) Ownership of Intellectual Property. Consultant retns all right, , and interest in and to any intellectual property created or developed Consultant in the course of providing the Services, including without limitation any copyrights, patents, trademarks, trade secrets, or other proprietary rights ("Consultant Intellectual Property").(b) License to Client. Consultant grants to Client a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, and otherwise exploit the Consultant Intellectual Property in connection with the Services and any products or services developed Client using the Consultant Intellectual Property.7. Indemnification(a) Indemnification Consultant. Consultant agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, successors, and assigns (collectively, the "Client Indemnitees") from and agnst any and all clms, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or resulting from any breach Consultant of its obligations under this Agreement.(b) Indemnification Client. Client agrees to indemnify, defend, and hold harmless Consultant and its officers, directors, employees, agents, successors, and assigns (collectively, the "Consultant Indemnitees") from and agnst any and all Losses arising out of or resulting from any breach Client of its obligations under this Agreement.8. Limitation of Liability(a) Disclmer of Warranties. Consultant disclms all warranties, express or implied, with respect to the Services, including without limitation any warranties of merchantability, fitness for a particular purpose, or non-infringement.(b) Limitation of Liability. In no event shall Consultant be liable to Client for any indirect, special, incidental, consequential, or punitive damages, including without limitation lost profits, lost data, or business interruption, arising out of or related to this Agreement or the Services, whether based on contract, tort, or any other legal theory, even if Consultant has been advised of the possibility of such damages.9. Governing Law and Dispute ResolutionThis Agreement shall be governed and construed in accordance with the laws of ____________, without regard to its conflict of laws principles. Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the ____________ arbitration association, and the decision of the arbitrator(s) shall be final and binding upon the parties.10. Miscellaneous(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.(b) Amendments. This Agreement may be amended or modified only a written instrument executed both parties.(c) Wver. No wver either party of any breach the other party of any provision of this Agreement shall be deemed a wver of any preceding or subsequent breach of the same or any other provision.(d) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality,。
咨询合同范本英文
咨询合同范本英文Consultancy AgreementThis Consultancy Agreement (the "Agreement") is made and entered into as of [date] (the "Effective Date") and between:Party A:Name: [Party A's Name]Address: [Party A's Address]Contact Person: [Party A's Contact Person]Telephone Number: [Party A's Telephone Number]E Address: [Party A's E Address]AndParty B:Name: [Party B's Name]Address: [Party B's Address]Contact Person: [Party B's Contact Person]Telephone Number: [Party B's Telephone Number]E Address: [Party B's E Address]WHEREAS, Party A desires to obtn certn consulting services from Party B; and WHEREAS, Party B is willing to provide such consulting services to Party A on the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the parties agree as follows:1. Services to be ProvidedParty B shall provide to Party A the following consulting services (the "Services"): [Describe the specific services to be provided]2. Term of the AgreementThe term of this Agreement shall mence on the Effective Date and shall continue for a period of [duration] (the "Term"), unless earlier terminated in accordance with the provisions of this Agreement.3. CompensationIn consideration for the Services provided Party B, Party A shall pay to Party B a pensation of [amount] (the "Compensation"). The Compensation shall be pd in the following manner: [Describe the payment terms and schedule]4. ConfidentialityBoth parties agree to keep confidential all information disclosed the other party during the course of this Agreement and not to disclose such information to any third party without the prior written consent of the disclosing party.5. Intellectual PropertyAll intellectual property rights arising from or in connection with the Services provided Party B under this Agreement shall belong to [specify the owner of the intellectual property rights].6. TerminationThis Agreement may be terminated either party upon [number] days' written notice to the other party in the event of a material breach of this Agreement the other party.7. Governing Law and JurisdictionThis Agreement shall be governed and construed in accordance with the laws of [jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [jurisdiction].IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.Party A: [Party A's Name]Signature: [Party A's Signature]Date: [Date]Party B: [Party B's Name]Signature: [Party B's Signature]Date: [Date]。
商务咨询英文合同范本
商务咨询英文合同范本Business Consultancy AgreementThis Agreement is made and entered into as of [date] and between [Client's Name] (hereinafter referred to as the "Client") and [Consultant's Name] (hereinafter referred to as the "Consultant").1. Scope of Services: The Consultant agrees to provide the Client with professional business consulting services, including but not limited to [list specific services].2. Term: This Agreement shall mence on [start date] and continue until [end date], unless earlier terminated as provided herein.3. Compensation: The Client shall pay the Consultant [amount or rate of pensation] as pensation for the services provided.4. Confidentiality: Both parties agree to mntn the confidentiality of all information and data disclosed during the course of this Agreement.5. Intellectual Property: All intellectual property rights arising from the services shall belong to the Client.6. Representations and Warranties: The Consultant represents and warrants that it has the necessary expertise and resources to perform the services.7. Termination: Either party may terminate this Agreement upon [specified conditions for termination].8. Liability: The Consultant's liability shall be limited to [limit of liability].9. Governing Law: This Agreement shall be governed and construed in accordance with the laws of [applicable jurisdiction].10. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above written.Client: [Client's Signature]Consultant: [Consultant's Signature]Please note that this is just a basic template and can be customized and adapted according to the specific needs and circumstances of the particular business consulting engagement.。
顾问合同范本英文
顾问合同范本英文Consultant AgreementThis Consultant Agreement (the "Agreement") is entered into on __________ (the "Effective Date") by and between __________ (the "Client") and __________ (the "Consultant").1. Engagement of Services1.1 The Client hereby engages the Consultant to provide consulting services (the "Services") as described in Exhibit A attached hereto.1.2 The Consultant agrees to perform the Services in a professional and timely manner, using reasonable skill and care.2. Compensation2.1 The Client shall pay the Consultant for the Services rendered as follows:a) Hourly Rate: __________b) Fixed Fee: __________c) Other: __________3. Payment Terms3.1 The Client shall make payments to the Consultant within __________ days from the date of receipt of an invoice.3.2 In the event of late payment, the Client shall be liable to pay interest on the outstanding amount at a rate of __________% per annum.4. Confidentiality4.1 The Consultant agrees to keep all confidential information received from the Client confidential and not to disclose it to any third party without the prior written consent of the Client.4.2 The obligations of confidentiality shall survive the termination of this Agreement.5. Intellectual Property5.1 The Consultant agrees that any intellectual property created by the Consultant in the course of providing the Services shall be the sole property of the Client.5.2 The Consultant shall promptly provide the Client with all necessary documents and information to perfect the Client's ownership of such intellectual property.6. Termination6.1 Either party may terminate this Agreement upon __________ days' written notice to the other party.6.2 In the event of termination, the Consultant shall be entitled to receive payment for all Services performed up to the effective date of termination.7. Governing Law and Jurisdiction7.1 This Agreement shall be governed by and construed in accordance with the laws of __________.7.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of __________.8. Entire Agreement8.1 This Agreement 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.IN WITNESS WHEREOF, the parties hereto have executed this Consultant Agreement as of the Effective Date.________________________Client________________________Consultant。
英文咨询服务合同范本
英文咨询服务合同范本CONSULTING SERVICES AGREEMENTThis Consulting Services Agreement (the "Agreement") is made and entered into as of [DATE] (the "Effective Date") and between [CLIENT NAME] ("Client") and [CONSULTANT NAME] ("Consultant").1. SERVICES1.1 Consultant agrees to provide the following consulting services (the "Services") to Client:[DESCRIPTION OF SERVICES]1.2 Consultant shall perform the Services in a professional and workmanlike manner, consistent with industry standards.1.3 Consultant shall devote such time as reasonably necessary to perform the Services in a timely manner.1.4 Consultant shall ply with all applicable laws, rules, and regulations in performing the Services.2. TERM AND TERMINATION2.1 The term of this Agreement shall mence on the Effective Date and shall continue until [END DATE] (the "Term"), unless earlier terminated as provided in this Agreement.2.2 Either party may terminate this Agreement without cause upon [NUMBER] days' prior written notice to the other party.2.3 Either party may terminate this Agreement immediately upon written notice to the other party if the other party breaches any material term of this Agreement and fls to cure such breach within [NUMBER] days after receiving written notice of the breach.2.4 Upon termination of this Agreement, Consultant shall promptly deliver to Client all work product, documents, and materials related to the Services.3. COMPENSATION3.1 In consideration for the Services, Client shall pay Consultant a fee of $[AMOUNT] per [TIME PERIOD] (the "Fee").3.2 Consultant shall submit invoices to Client on a [TIME PERIOD] basis. Client shall pay each invoice within [NUMBER] days of receipt.3.3 Consultant shall be responsible for all expenses incurred in connection with the performance of the Services, unless otherwise agreed in writing the parties.4. CONFIDENTIALITY4.1 During the course of this Agreement, Consultant may have access to certn confidential information of Client, including but not limited to trade secrets, knowhow, business plans, customer information, and other proprietary information (the "Confidential Information").4.2 Consultant agrees to hold the Confidential Information in strict confidence and not to disclose or use such Confidential Information for any purpose other than the performance of the Services.4.3 Consultant's obligations under this Section 4 shall survive the termination or expiration of this Agreement.5. INTELLECTUAL PROPERTY5.1 All work product, including but not limited to reports, analyses, remendations, and other materials developed Consultant in the course of performing the Services, shall be the sole and exclusive property of Client.5.2 Consultant here assigns to Client all right, , and interest in and to any intellectual property rights created in connection with the performance of the Services.5.3 Consultant represents and warrants that the Services and work product do not infringe upon any thirdparty intellectual property rights.6. LIMITATION OF LIABILITY6.1 In no event shall either party be liable to the other party for any indirect, special, incidental, or consequential damages, including but not limited to lost profits or business interruption, regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise.6.2 Consultant's total liability to Client under this Agreement shall not exceed the total amount of fees pd Client to Consultant.7. GENERAL PROVISIONS7.1 This Agreement shall be governed the laws of [STATE/COUNTRY].7.2 Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the [ARBITRATION ORGANIZATION].7.3 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.7.4 This Agreement may not be amended or modified except in writing signed both parties.7.5 Neither party may assign this Agreement without the prior written consent of the other party.IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.[CLIENT NAME]By: _________________________Name: [NAME]Title: [TITLE][CONSULTANT NAME]By: _________________________Name: [NAME]。
咨询合同范本英文
咨询合同范本英文Consultancy AgreementThis Consultancy Agreement (the "Agreement") is made and entered into on [date] and between:Party A:Name: [Party A's Name]Address: [Party A's Address]Contact Person: [Contact Person's Name]Telephone Number: [Telephone Number]E Address: [E Address]Party B:Name: [Party B's Name]Address: [Party B's Address]Contact Person: [Contact Person's Name]Telephone Number: [Telephone Number]E Address: [E Address]1. Services and Scope of WorkParty B agrees to provide the following consulting services to Party A (the "Services"): [Describe the specific services to be provided]The scope of work for the Services shall include but not be limited to: [Outline the detled scope of the services]2. Term of AgreementThis Agreement shall mence on [start date] and shall continue for a period of [duration] unless earlier terminated in accordance with the provisions of this Agreement.3. Compensation and Payment TermsIn consideration for the Services provided Party B, Party A shall pay Party B a total pensation of [amount] (the "Compensation").Payment shall be made as follows: [Describe the payment schedule and method]4. ConfidentialityBoth parties agree to mntn the confidentiality of all information disclosed during the course of this Agreement. Such information shall not be disclosed to any third party without the prior written consent of the disclosing party.5. Intellectual PropertyAll intellectual property rights arising from or in connection with the Services shall be owned [specify the owner, usually Party A or Party B or jointly].6. TerminationThis Agreement may be terminated either party upon [number] days' written notice to the other party in the event of a material breach of this Agreement.7. Dispute ResolutionAny dispute arising out of or in connection with this Agreement shall be resolved through amicable negotiation. If the dispute cannot be resolved through negotiation within [number] days, either party may submit the dispute to arbitration or litigation in accordance with the applicable laws.8. Governing Law and JurisdictionThis Agreement shall be governed and construed in accordance with the laws of [jurisdiction]. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought in the courts of [jurisdiction].9. Entire AgreementThis 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 have executed this Agreement as of the date first above written.Party A: [Signature] [Name] [Date]Party B: [Signature] [Name] [Date]。
咨询服务合同范本英中
咨询服务合同范本英中英文合同范本Consulting Services AgreementThis Consulting Services Agreement ("Agreement") is made and entered into as of [date] and between [Client Name] ("Client") and [Consultant Name] ("Consultant").1. ServicesThe Consultant agrees to provide the following consulting services to the Client: [Describe the specific services to be provided]2. TermThe term of this Agreement shall mence on [start date] and shall continue until [end date], unless earlier terminated in accordance with the provisions of this Agreement.3. CompensationThe Client shall pay the Consultant a pensation of [amount] for the services provided. Payment shall be made in the following manner: [Describe the payment terms and schedule]4. ConfidentialityBoth parties agree to mntn the confidentiality of all information disclosed during the course of this Agreement.5. Intellectual PropertyAll intellectual property rights arising from the services provided under this Agreement shall belong to [specify the owner].6. TerminationThis Agreement may be terminated either party upon [number] days' written notice to the other party in the event of a material breach of this Agreement.7. Governing LawThis Agreement shall be governed and construed in accordance with the laws of [jurisdiction].8. Entire AgreementThis Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.Client: [Client Name]Signature: [Client Signature]Date: [Client Date]Consultant: [Consultant Name]Signature: [Consultant Signature]Date: [Consultant Date]中文合同范本咨询服务协议本咨询服务协议（“协议”）由[客户名称]（“客户”）与[顾问名称]（“顾问”）于[日期]签订。
咨询顾问合同范本 英文
咨询顾问合同范本英文This Contract (the “Contract”) is made and entered into as of the __ day of ___________, 20____, by and between [Client’s Name], with its principal place of business located at [Client’s Address] (hereinafter referred to as the “Client”), and [Consultant’s Name], with its principal place of business located at [Consultant’s Address] (hereinafter referred to as the “Consultant”).WHEREAS, the Client desires to engage the Consultant to provide certain consulting services related to [brief description of the consulting services] (the “Services”); andWHEREAS, the Consultant is willing to provide the Services to the Client on the terms and conditions set forth herein;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:1. Engagement: The Client hereby engages the Consultant, and the Consultant hereby accepts such engagement, to provide the Services during the term of this Contract, subject to the terms and conditions set forth herein.2. Services: The Consultant shall provide the Services in a professional and workmanlike manner and in accordance with the standards generally observed in the industry. The Consultant shall use its best efforts to meet any reasonable deadlines or milestones agreed upon by the parties.3. Compensation: In consideration for the Services to be provided by the Consultant, the Client shall pay the Consultant a fee of [amount] (the “Fee”). The Fee shall be paid in [number] equal installments of [amount] each, with the first installment due upon the execution of this Contract and the remaining installments due [specify payment schedule].4. Term: This Contract shall commence on the date first above written and shall continue in effect until [specify term or completion of Services] (the “Term”), unless earlier terminated in accordance with the provisions of this Contract.5. Termination: This Contract may be terminated by either party upon [specify notice period] prior written notice to the other party. In the event of termination, the Consultant shall be entitled to payment for all Services performed up to the date of termination.6. Confidentiality: The Consultant agrees to hold in strict confidence any proprietary or confidential information of the Client that is disclosed to the Consultant during the course of this engagement. The Consultant shall not use or disclose such confidential information except as necessary to perform the Services.7. Independent Contractor: The Consultant is an independent contractor and is not an employee, partner, or co-venturer of the Client. The Consultant shall have no authority to bind or obligate the Client in any manner, except as expressly authorized in writing by the Client.8. Assignability: This Contract may not be assigned by either party without the prior written consent of the other party.9. Governing Law: This Contract shall be governed by and construed in accordance with the laws of [specify jurisdiction].10. Entire Agreement: This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral.IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.[Client’s Name]By: ___________________________Name:Title:[Consultant’s Name]By: ___________________________Name:Title:。
咨询合同范本_中英文(3篇)
第1篇This Contract is entered into on [Date], by and between:Consultant:[Full Name][Address][City, State, Zip Code][Email Address][Phone Number]Client:[Full Name][Company Name][Address][City, State, Zip Code][Email Address][Phone Number]RecitalsWHEREAS, the Client desires to obtain the services of the Consultant for the purposes of [describe the scope of services], andWHEREAS, the Consultant is willing to provide such services to the Client, upon the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:1. Scope of ServicesThe Consultant agrees to provide the following services to the Client:- [Detailed description of services to be provided]- [Any specific deliverables or milestones]The Consultant shall perform the services in a professional and diligent manner, and shall use its best efforts to meet the requirements and expectations of the Client.2. TermThis Contract shall commence on [Start Date] and shall continue for a period of [Duration], unless terminated earlier in accordance with the provisions of this Contract.3. CompensationThe Consultant shall be compensated as follows:- [Hourly rate or fixed fee for services]- [Any additional compensation for travel, expenses, or other costs]- [Payment schedule, e.g., monthly, upon completion of deliverables]All payments shall be made in US dollars, and the Client agrees to make timely payments as per the agreed schedule.4. Intellectual Property- Any work product or intellectual property developed by the Consultant in the course of providing the services shall be the exclusive property of the Client.- The Consultant agrees to assign all rights, title, and interest in such work product or intellectual property to the Client upon its completion.- The Consultant agrees not to use any confidential information obtained from the Client for any purpose other than providing the services under this Contract.5. ConfidentialityThe Consultant agrees to maintain the confidentiality of allconfidential information provided by the Client, and shall not disclose such information to any third party without the prior written consent of the Client.6. Termination- This Contract may be terminated by either party upon [Notice Period], provided that the terminating party gives written notice to the other party.- Either party may terminate this Contract immediately in the event of a breach of any material term or condition of this Contract by the other party.- Upon termination of this Contract, the Consultant shall promptlydeliver to the Client all work product and confidential information inits possession.7. Governing LawThis Contract shall be governed by and construed in accordance with the laws of [State/Country].8. Dispute ResolutionAny dispute arising out of or in connection with this Contract shall be resolved through [specify the dispute resolution mechanism, e.g., mediation, arbitration, litigation].9. Entire AgreementThis Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral.10. SignaturesThis Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.Consultant:_________________________[Full Name][Date]Client:_________________________[Full Name][Date]---Consulting Contract本合同于[日期]由以下双方签订：顾问：[全名][地址][城市，州，邮编][电子邮件地址][电话号码]客户：[全名][公司名称][地址][城市，州，邮编][电子邮件地址][电话号码]序言鉴于客户希望获得顾问的服务，以[描述服务范围]为目的，并且鉴于顾问愿意根据本合同的条款和条件提供此类服务。
英文版咨询服务协议CONSULTING SERVICE AGREEMENT
CONSULTING SERVICE AGREEMENT咨询服务协议THIS CONSULTING SERVICE AGREEMENT (the “Agreement”) dated this day of , .BETWEEN:CLIENT CONSULTANT(the “Client”) (the “Consultant”)BACKGROUNDA.The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.B.The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement.IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:SERVICES PROVIDED1.The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”):2.The Services will also include any other consulting tasks which the Parties may agree on. hereby agrees to provide such Services to the Client.TERM OFAGREEMENT3.The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The term may be extended with the written consent of the Parties.PERFORMANCE4.The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.CURRENCY5.Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in RMB (RenMinBi Yuan).COMPENSATION6.The Consultant will charge the Client a flat fee of ¥ for the Services (the “Compensation”).7.The Client will be invoiced when the Services are complete.8.Invoices submitted by the Consultant to the Client are due within 30 days of receipt. 9.In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Consultant.10.The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any salestax and duties required by law will be charged to the Client in addition to the Compensation.REIMBURSEMENT OF EXPENSES11.The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services. 12.All expenses must be pre-approved by the Client.CONFIDENTIALITY13.Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.14.The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.15.All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.OWNERSHIP OF INTELLECTUAL PROPERTY16.All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire”and will be the sole property of the Client. The use of the Intellectual Property by the Client will not by restricted in any manner.17.The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.RETURN OF PROPERTY18.Upon the expiration or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.CAPACITY/INDEPENDENT CONTRACTOR19.In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state taxes related to payments made to the Consultant under this Agreement.NOTICE20.All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in written and delivered to the Parties at thefollowing addresses:a.b.or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.INDEMNIFICATION21.Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages,expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.MODIFICATION OF AGREEMENT22.Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidence in writing signed by each Party or an authorized representative of each Party.TIME OF THE ESSENCE23.Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.ASSIGNMENT24.The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.ENTIRE AGREEMENT25.It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.ENUREMENT26.This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.FORCE MAJEURE27.The Consultant shall be excused for failure to provide the Services hereunder to the extent that such failure is directly or indirectly caused by an occurrence commonly known as “force majeure”, including without limitation, delays arising out of acts of God, acts or orders of a government, agency or instrumentality thereof (whether of fact or law), acts of public enemy, riots, embargoes, strikes or other concerted acts of workers (with of the Consultant or other persons), casualties or accidents, delivery of materials, transportation or shortage of ships, cars, trucks, fuel, power, labor or materials or any other causes, circumstances or contingencies that are beyond the control of the Consultant; provided, however, that the Consultant shall use its best efforts to resume provision of the Services as soon as possible. Notwithstanding any events operating to excuse performance by the Consultant, this Agreement shall continue in full force for the remainder of the term and any renewals thereof.TITLES/HEADINGS28.Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.GOVERNING LAW29.This Agreement will be governed by and construed in accordance with the laws of the People's Republic of China.HANDLING OF DISPUTES30.Any dispute arising from or in connection with this Agreement shall be submitted to Shenzhen Court of International Arbitration Mediation Center for mediation. If the mediation is successful, the Parties agree to submit the settlement agreement to SCIA to request that an arbitral award be rendered in accordance with the Arbitration Rules and based on the terms of the settlement agreement. If any Party is unwilling to mediate or the mediation fails, the dispute shall be referred to SCIA for arbitration."SEVERABLITY31.In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.WAIVER32.The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this day of, .(Client) (Consultant)。
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APPENDIX E CONSULTING AGREEMENT
THIS CONSULTINGAGREEMENTthe "Agreement") is made and en tered into this ___ day of _______________ , 200_ (the "Effective Date") by and betwee n XYZ Corporati on, a _________________ corporatio n duly orga ni zed un der law and hav ing an usual place of bus in ess at _____________________________ (here in after referred to as the “ Company") and ______________________ of ___________________________ ____ (here in after referred to as the "Con sulta nt").
WHEREAS,the Company wishes to engage the Consultant to described here in and Con sulta nt agrees to
Agreeme nt, NOWTHEREFOREjn con sideratio n of the foregoi ng, and for other good and valuable con siderati on, the receipt and sufficie ncy of which are hereby ack no wledged, accepted and agreed to, the
provide the services provide the services for the compe nsati on and otherwise in accorda nee with the terms and con diti ons contained in this Company and the Consultant, intending to be legally bound, agree to the terms set forth below.
1. TERM. Commencing as of the Effective Date, and continuing for a period of ________ (__) years (the “ Term” ), uni ess earlier terminated pursuant to Article 4 hereof, the Consultant agrees that he/she will serve as a consultant to the Company. This Agreement may be renewed or extended for any period as may be agreed by the parties.
2. DUTIES AND SERVICES. (a) Con sulta nt's duties and resp on sibilities shall be ______
Duties ” or “Services ” ).
Company will periodically provide the Consultant with a schedule ______ (collectively, the
(b) Con sulta nt agrees that during the Term he/she will devote up to (__) days per month to his/her Duties. The of the requested hours, responsibilities and deliverables for the applicable period of time. The Duties will be scheduled on an as- needed basis.
(c) The Consultant represents and warrants to the Company that he/she is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with the performance of his/her Duties. Consultant represents and warrants that the execution and performance of this Agreement will not violate any policies or procedures of any other person or entity for which he/she performs Services concurrently with those performed herein.
(d) In performing the Services, Consultant shall comply, to the best of his/her knowledge, with all business conduct, regulatory and health and safety guidelines established by the Company for any governmental authority with respect to the Compan'y s business.
3. CONSULTING FEE. (a) Subject to the provisi ons hereof, the Compa ny shall pay
Con sulta nt a con sult ing fee of ________________ ($ ______ ) Dollars for each hour of Services provided to the Compa ny (the "Con sult ing ____ Fee"). The Consultant shall submit monthly, on the Company s standard reporting form, a listing of his/her hours, the Duties performed and a summary of his/her activities. The Consulting Fee shall be paid within fifteen (15) days of the Company ' s receipt of the report and inv oice.
(b) Consultant shall be entitled to prompt reimbursement for all pre-approved expe nses in curred in the performa nee of his/her Duties, upon submissi on and approval of writte n stateme nts and receipts in accorda nee with the the n regular procedures of the Compa ny.
(c) The Con sulta nt agrees that all Services will be ren dered by him/her as an in depe ndent con tractor and that this Agreeme nt does not create an employer-employee relati on ship betwee n the Con sulta nt and the Compa ny. The Con sulta nt shall haveno right to receive any employee benefits including, but not limited to, health and accident insurance, life insurance, sick leave and/or vacation. Consultant agrees to pay all taxes including, self-employment taxes due in respect of the Consulting
Fee and to indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Consultant.
4. EARLY TERMINATION OF THE TERM. (a) If the Consultant voluntarily ceases performing his/her
Compan'y s Board of Directors. (b) This Agreement may be terminated either party upon not less than thirty notice by either party to the other.
Duties, becomes physically or mentally unable to perform his/her Duties, or is terminated for cause, then, in each instance, the Consulting Fee shall cease and terminate as of such date. Any