篇一：Consulting_Agreement 顾问协议书 英文版
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), .
CONSULTING AGREEMENT
, 200_ (the "Effective Date") by and between XYZ Corporation, a ______________ corporation duly organized under law and having an usual place of business at _______________________(hereinafter referred to as the “Company") and (hereinafter referred to as the "Consultant").
WHEREAS, the Company wishes to engage the Consultant to provide the services described herein and Consultant agrees to provide the services for the compensation and otherwise in accordance with the terms and conditions contained in this Agreement,
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, the 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”), unless 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) the “Duties” or “Services”).
(b) Consultant agrees that during the Term he/she will devote up to ____ (__) days per month to his/her Duties. The Company will periodically provide the Consultant with a schedule 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
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), .
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 Company’s business.
3. CONSULTING FEE.
(a) Subject to the provisions hereof, the Company shall pay Consultant a consulting ($______) Dollars for each hour of Services provided to the Company (the ting 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 invoice.
(b) Consultant shall be entitled to prompt reimbursement for all pre-approved expenses incurred in the performance of his/her Duties, upon submission and approval of written statements and receipts in accordance with the then regular procedures of the Company.
(c) The Consultant agrees that all Services will be rendered by him/her as an independent contractor and that this Agreement does not create an employer-employee relationship between the Consultant and the Company. The Consultant shall have no 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 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 termination “For Cause” shall be made in good faith by the Company’s Board of Directors.
(b) This Agreement may be terminated without cause by either party upon not less than thirty (30) days prior written notice by either party to the other.
(c) Upon termination under Sections 4(a) or 4(b), neither party shall have any further obligations under this Agreement, except for the obligations which by their terms survive this termination as noted in Section 16 hereof. Upon termination and, in any case, upon the
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), .
Company’s request, the Consultant shall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof.
5. RESTRICTED ACTIVITIES. During the Term and for a period of one (1) year thereafter, Consultant will not, directly or indirectly:
(i) solicit or request any employee of or consultant to the Company to leave
the employ of or cease consulting for the Company;
(ii) solicit or request any employee of or consultant to the Company to join the
employ of, or begin consulting for, any individual or entity that researches,
develops, markets or sells products that compete with those of the Company;
(iii) solicit or request any individual or entity that researches, develops,
markets or sells products that compete with those of the Company, to employ or
retain as a consultant any employee or consultant of the Company; or
(iv) induce or attempt to induce any supplier or vendor of the Company to
terminate or breach any written or oral agreement or understanding with the
Company.
6. PROPRIETARY RIGHTS.
(a) For the purposes of this Article 6, the terms set forth below shall have the following meanings:
(i) to Consultant or which are first developed by Consultant during the course of the performance of Services hereunder and which relate to the Company' present, past or prospective business activities, services, and products, all of which shall remain the sole and exclusive property of the Company. The Consultant shall have no publication rights and all of the same shall belong exclusively to the Company.
(ii) For the purposes of this Agreement,
Confidential Information shall mean and collectively include: all information relating to the business, plans and/or technology of the Company including, but not limited to technical information including inventions, methods, plans, processes, specifications, characteristics, assays, raw data, scientific preclinical or clinical data, records, databases, formulations, clinical protocols, equipment design, know-how, experience, and trade secrets; developmental, marketing, sales, customer, supplier, consulting relationship information, operating, performance, and cost information; computer programming techniques whether in tangible or intangible form, and all record bearing media
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), .
containing or disclosing the foregoing information and techniques including, written business plans, patents and patent applications, grant applications, notes, and memoranda, whether in writing or presented, stored or maintained in or by electronic, magnetic, or other means.
Notwithstanding the foregoing, the term “Confidential Information” shall not
include any information which: (a) can be demonstrated to have been in the public domain or was publicly known or available prior to the date of the disclosure to Consultant; (b) can be demonstrated in writing to have been rightfully in the possession of Consultant prior to the disclosure of such information to Consultant by the Company; (c) becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of Consultant; or (d) is supplied to Consultant by a third party without binder of secrecy, so long as that such third party has no obligation to the Company or any of its affiliated companies to maintain such information in confidence.
(b) Except as required by Consultant's Duties, Consultant shall not, at any time now or in the future, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information, Concepts, or Ideas to any third party without the prior written consent of the Company which consent may be denied in each instance and all of the same, together with publication rights, shall belong exclusively to the Company.
(c) All documents, diskettes, tapes, procedural manuals, guides, specifications, plans, drawings, designs and similar materials, lists of present, past or prospective customers, customer proposals, invitations to submit proposals, price lists and data relating to the pricing of the Company' products and services, records, notebooks and all other materials containing Confidential Information or information about Concepts or Ideas (including all copies and reproductions thereof), that come into Consultant's possession or control by reason of Consultant's performance of the relationship, whether prepared by Consultant or others: (a) are the property of the Company, (b) will not be used by Consultant in any way other than in connection with the performance of his/her Duties, (c) will not be provided or shown to any third party by Consultant, (d) will not be removed from the Company's or Consultant’s premises (except as Consultant's Duties require), and (e) at the termination (for whatever reason), of Consultant's relationship with the Company, will be left with, or forthwith returned by Consultant to the Company.
(d) The Consultant agrees that the Company is and shall remain the exclusive owner of the Confidential Information and Concepts and Ideas. Any interest in patents, patent applications, inventions, technological innovations, trade names, trademarks, service marks, copyrights, copyrightable works, developments, discoveries, designs, processes, formulas,
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), .
know-how, data and analysis, whether registrable or not ("Developments"), which Consultant, as a result of rendering Services to the Company under this Agreement, may conceive or develop, shall: (i) forthwith be brought to the attention of the Company by Consultant and (ii) belong exclusively to the Company. No license or conveyance of any such rights to the Consultant is granted or implied under this Agreement.
(e) The Consultant hereby assigns and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the Company, without further compensation, all of his/her right, title and interest in and to all Concepts, Ideas, and Developments. The Consultant will execute all documents and perform all lawful acts which the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Agreement.
7. EQUITABLE RELIEF. Consultant agrees that any breach of Articles 5 and 6 above by him/her would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of Consultant's obligations hereunder.
8. WAIVER. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. All waivers by the Company shall be in writing.
9. SEVERABILITY; REFORMATION. In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement; and this Agreement shall, to the fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible. Without limiting the foregoing, if any provision (or part of provision) contained in this Agreement shall for any reason be held to be excessively broad as to duration, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable law.
10. ASSIGNMENT. The Company shall have the right to assign its rights and obligations under this Agreement to a party which assumes the Company' obligations hereunder. Consultant shall not have the right to assign his/her rights or obligations under this Agreement without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the Consultant's heirs and legal representatives in the event of his/her death or disability.
篇二：服务合同Service Contract - 中英文
维护服务合同
The maintenance service contract
根据《中华人民共和国合同法》等相关的法律和法规，委托方和受托方本着平等互利，等价有偿，诚实信用的原则，在协商一致的基础上签订本合同，就委托方的服务事宜，达成以下协议。
This contract was made, with the principal of mutual benefit and good faith, in accordance with the “Contract Law of the PRC” and related law, regulation and/or interpretations, by and between the entrusting party and trustee, subject to the services that provided hereunder.
一、 服务范围和服务时间、服务条款、合同金额
Ⅰ, Scope of services, Business Hours, Service Items and Contract Value
1、受托方负责对附件一的服务产品清单，按合同约定在服务期间内完成技术服务。
The trustee shall, within the agreed service period hereof, be responsible for complete the technical services that exhibit in Appendix 1
2、受托方将按照合同附件一约定的服务条款标准在合同约定期限内，提供合同所列的服务。
The trustee shall, in accordance with service standard of the Appendix 1 of this contract and within the agreed contract period, provide the listed service.
3、合同附件一：服务产品清单及服务条款，是本合同不可分割的一部分。 Appendix 1: Product list and service items shall be deemed as an integral part of this contract.
4、服务合同总金额为￥_______ 元，大写：人民币________元整，此价格为包括服务费、差旅费、人工费、税费等项费用的最终价格。
the total amount of this service contract is ￥________ (RMB _______ only), this amount is all-in prince and shall include but not limited service fees, travel expenses, labor cost, taxes and other expenses.
二、 双方的义务
Ⅱ, the obligations of the parties
委托方的义务
Entrusting Party’s obligation
1、当故障发生时，须以书面或电话、邮件形式向受托方提供详细的故障说明，以帮助受托方人员作出正确的故障判断。
Whenever the failure happens, the entrusting party shall use written notice, telephone or email inform trustee with detailed failure explanations; to convenient the trustee make correct resolve solution.
3、为受托方实施服务提供必要的人员、场地和其他环境安排。
The entrusting party shall, for the convenient of trustee, provide the necessary personnel, venues and other environmental arrangement.
受托方的义务
The Trustee's Obligations
1、 受托方按照合同附件一中的服务条款就合同附件一中服务内容，向委托方提供保证质量的服务。
The trustee shall, in accordance with the service clause in Appendix 1, provide quality guarantee to the entrusting party.
2、 其它按照本合同应当由受托方完成或协助完成的工作。
Other works should be assisted by the entrusting party that pursuant to this contract.
三、 违约责任
Ⅲ, the liability for breach of contract
3、受托方未按照合同约定保证质量地完成工作任务，每违约一次按服务合同总额的0.05%计算向委托方支付违约金，违约金最多不超过当月服务合同额的50%。
If the trustee failure to complete the required work that pursuant to the requirement of the quality guarantee of this contract, the trustee shall pay to the entrusting party liquidated damages 0.05% of the contract value for each breach, but the total liquidated damages shall not exceed 50% of the contract value.
四、 付款方式：
Ⅳ, Payment terms
委托方收到受托方发票并不说明委托方已经向受托方支付了合同全款。双方一致认同，委托方货款支付以到达受托方指定银行账户为标准。
Both parties agree that the payment by entrusting party enter into the designated bank account of the trustee shall be deemed as payment accomplished. 合同签订生效后30天内，买方向卖方支付合同全款。买方付款前，卖方向买方提供合同全额的增值税专用发票，对应税率见附件约定.
Within 30 days of this contract signed, the buyer pay to the seller full amount of this contract. But before the payment is made, the seller shall issue the VAT invoice with full amount of the contract value to the buyer, the relevant tax rate shall be exhibit in appendix.
五、 解决争议
Ⅴ, Dispute resolution
如履行本合同发生争议，双方应首先协商解决。如协商不成，任何一方均可向委托方所在地的人民法院提起诉讼，通过法律程序予以解决。
In the event of any disputes arise by this contract; such dispute shall be resolved through friendly negotiation; if failure to make the consensus of the parties through negotiation, either party may bring such dispute to the people’s court where the entrusting party located.
六、 不可抗力、政府行为及免责条款
Ⅵ, Force majeure, government behavior and the exemption clause
1、本合同双方中任何一方面临不可抗力事件，包括但不限于火灾、水灾、地震、台风、自然灾害、原厂商原因等过程中可能发生的不可预见、不可避免且无法控制的情况，致使合同履行迟延或履行不能，受不可抗力影响的一方应以书面形式将相关情况及时通知对方，除支付义务外本合同约定履行期限应自动顺延。如前述不可抗力致使合同履行迟延或不能履行的情况持续达一百二十日，且双方未能
就合同变更达成一致意见的，未受不可抗力影响的一方可提前一周通知对方后终止合同；
In the event of any force majeure of either party hereof, force majeure herein means unforeseeable, unavoidable and uncontrollable events that including but without limitation fire, flood, earthquake, typhoon, act of god, or automakers’ interruptions, which makes the affected party delay to perform or failure to perform the contract liabilities; the affected party shall use written notice to inform the other party about the force majeure event, except otherwise the payment obligations, other performance liabilities shall be extend accordingly. If the continuous of the aforesaid circumstance makes the performance of this contract delayed or unperformed over 120 colander days, and the both parties failure to make new agreement, the unaffected party may upon one week in advance with written notice to terminate this contract without any other liabilities.
2、因政府颁布法律、法规、行政命令及相关权力机关抽象行政行为原因导致任何一方迟延或不能履行本合同所约定义务的，应及时通知对方，合同约定的履行期限相应顺延，因此造成的对方损失彼此不承担违约责任。合同任何一方上级主管单位针对本合同相关项目的具体行政行为导致该方无法履行合同的不在免责范围之内。
Any delay or failure performance to this contract of either party, under the reason of law, regulation, government decree or any other abstract administrative acts, which make the contract delayed or cannot be performed; the affected party shall inform the other party timely, the contract period shall be delayed accordingly; neither party will not be responsible for any loss of the aforesaid reasons. Nevertheless, any specific administrative act that lead to this contract cannot be performed shall definitely not be included.
七、 商业秘密
Ⅶ, Confidential
委托方和受托方均有义务对在本合同签订、履行过程中知悉的另一方的商业秘密予以保护，不得向其他任何第三方泄露，本合同项下的商业秘密包括双方明示并通过书面形式确认的文件或以其他载体存在的文件或信息。保密期限将不受本合同期限的限制。受托方在履行本合同过程中触及和知晓的有关委托方的设备、网络情况、业务程序及方式、管理的方法制度和专有技术等，无论此种信息的形式和目的为何，均为委托方的保密信息，未经一方书面同意，另一方不得复制、记录或以其他方式泄露上述信息。
Both parties, knowing the other party’s confidential information before or during this contract performance, shall keep secret and never release to any third party; the confidential hereof shall means, explicit or implied, any type of written document or any other information or message stored in any media. The trustee, during the performance of this contact, with know or obtain any information about equipment, network, business process or structures, management systems or proprietary information and etc. that belong to the entrusting party, irrespective of the information type or purpose, the confidential information shall remain belongs to the entrusting party, without
written consent; the trustee cannot copy, record or release by any other method.
八、 技术成果归属
Ⅷ, Ownership of the technical achievement
1、委托方利用受托方提交的技术服务工作成果所完成的新的技术成果，归委托方所有。
Any new technical achievement, the entrusting party create by using technical service provided by trustee, shall be owned by entrusting party.
2、受托方在服务过程中获得的技术成果，包括但不限于新技术、新工艺、新方法、新发明、新发现等，所有权及知识产权的归受托方所有。
The new technical results acquired during the service terms, including but not limited to new technology, invention, new discovery and etc., the ownership or intellectual property right shall always belongs to the entrusting party.
九、 权利瑕疵担保
Ⅸ, Guarantee Obligations
因执行本合同的需要，合同一方提供的与本合同有关的设备、材料、工序工艺、软件及其他知识产权，应保障对方在使用时不存在权利上的瑕疵，不会发生侵犯第三方知识产权等情况。若发生侵害第三方权利的情况，提供方应负责与第三方交涉，并承担由此产生的全部法律和经济责任。因侵权给合同另一方造成损失的应给予赔偿。
During the contract period, any equipment, material, technical process, software, or other intellectual property that used to perform this contract by one party, the party shall ensure, using the aforesaid, will no right defects and will not infringe the intellectual property of any third party. In the event of the infringement, the providing party shall be solely responsible for any liability of both the legal and economical, and shall be indemnify for the loss that caused to the other party.
十、 其它事项：
Ⅹ, Miscellaneous
1、 本合同自委托方和受托方加盖双方印章后生效，合同传真件等同原件，有同等法律效力。本合同一式陆份，委托方执叁份，受托方执叁份。未尽事宜，依照《中华人民共和国合同法》的规定处理。
This contract shall be enforceable only upon the signed and sealed by the duly authorized representatives; the facsimile shall be deemed as the original and enjoy same legal force with the original. This contract is made in six copies, either of the party hold three copies. Any pending matters in this contract, the parties hereto shall processed in accordance with “Contract Law of the PRC”
2、本合同履行中，双方经协商一致可以对本合同的条款进行变更。该变更必须经过双方协商同意，并由双方授权代表签署书面补充协议和加盖公司印章，作为补充协议，补充协议也是合同的一部分，一旦补充协议与原合同正本不一致，以补充协议为准。或委托方和受托方协商确定。
During the performance of this contract, the parties hereto may revise the terms and conditions hereof through friendly negotiation. Such revise hereof
shall be through negotiation and mutual consensus; the supplementary agreement shall only be signed and sealed by the duly authorized representatives of the parties hereto. Such supplementary agreement shall be deemed as integral party of this contract, if any discrepancies between the contract and supplementary agreement, except negotiated by and between the entrusting party and trustee otherwise, the supplementary agreement shall prevail.
篇三：咨询协议,Counsalting Service Contract(英文版)
CONSULTING SERVICE CONTRACT
This Agreement is made by and between: Party A :【】,an corporation having its principal place of business at Its Business License No.【】; AND
Party B ：【】,an corporation having its principal place of business at Its Business License No.【】
“Party A” and “Party B” individually referred to as the “Party” and collectively as the “Parties”,
Whereas
(i) Party A is an independent company (ii) Party B is
Party A and Party B, intending to be legally bound, Party A entrust Party B to provide the consulting service, and in consideration of the mutual promises and covenants contained herein, agree as follows:
1. Item of service
The “Service”1）
2）……
2. Service Period
Party B will provide the service to Party A from【】to【】
3. Price and Payment Terms
1) Price: The total service fee is
2) Payment Term: Party A agrees to pay the amount of service fees for the
following fixed term: ① Within 【】days after the signature date, and Party B begin to provide the service, Party A shall pay【】% of the total service fee;
② Within 【】days after the service under the agreement has completely performed, Party A shall pay【】% of the total service fee;
……
3) The service fee shall be paid to the designated bank account of Party B, the
bank account information are as follows: Name of the bank: Address of the bank:
Beneficiary?s account name:
Beneficiary?s Bank account number:
4. Responsibility and Rights of Parties
1） Party A shall pay the service fee to Party B that comply with Art.3 under this
agreement;
2） Party A need to provide the related necessary material(document) and
information to Party B ;
3） Party B shall provide the service in diligence and meet the main requirement
set in Art.1;
4） Party B shall complete the consulting service in the period under this
agreement.
5. Disclaimers
1) Party B is not responsible for any interruption of Service due to problems
occurred on the Internet platform or any other reasons that cannot be controlled by Party A;
2) Party B will not be responsible for the interruption of Service owing to orders
of government authorities or judicial bodies;
3) Party A agrees to compensate Party B any loss attributable to the fault of the
Party A;
4) Two parties agree that all claims shall be limited to direct damages due to the
breach of this Agreement. In no event shall either party be liable to the other for any penalty, consequential, indirect, special or incidental damages including, but not limited to, loss of profit or loss of technology or operation rights or loss of business rights.
6. Breach of contract
In the event that either Party breaches any provision of the Contract that results in the other party incurring economic losses, the party in breach shall be liable to compensate the other party for the corresponding economic losses.
7. Jurisdiction and Lawsuit
1) This Contract is constructed and to be executed and interpreted by the laws of the
People?s Republic of【China/Italy】.
2) Any controversy or claim arising hereunder that cannot be resolved by the parties
themselves, shall be settled by the court in shanghai that have the jurisdiction of the disputes;
8. Force Majeure
The effected party shall notify the other party of the cases of force majeure occurred by telex or cable as soon as possible and shall send by registered airmail, within 20 days thereafter, a certificate issued by the authorities or departments concerned to the other party for confirmation.
Should the effect of the force majeure cases last for more than 100 days, both parties shall settle the problem of further execution of the Contract through friendly consultations as soon as possible.
9. Confidentiality
Except as expressly set forth herein, the parties shall maintain in confidence the Confidential Information of the other side. The parties shall not disclose such Confidential Information to any third party without the prior written consent of the other side.
Both parties shall abide by the terms of Confidentiality in this Contract and have obligation to maintain the Confidential Information after the termination of the Agreement. The obligation shall end only upon the consent of the other side or only if the disclosure of the Confidential Information will not cause any loss of the other side.
10. Effectiveness of the Contract
This Contract commences on the date when Parties receives the contract duly signed and affixed with the company?s chop.
11. Miscellaneous
This agreement is in duplicate, each party hold one copy and each copy has the same legal validity.
*No text below*
Signature page
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year below written.
SIGNED byFor and on behalf of Party A:
SIGNED byFor and on behalf of Party B:
) (Company Stamp) Authorised Signature
)
(Company Stamp) Authorised Signature
《顾问服务协议英文》出自：百味书屋
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