篇一：Consulting_Agreement 顧問協議書 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：法律顧問合同英文版
RETAINING CONTRACT
法律顧問合同
By and between
簽約方
Client
當事人
And
Chongqing Guangxian Law Offices
重慶廣賢律師事務所
November, 2013二O一三年十一月
目錄
1. The Parties 締約方 ........................................................................ 3
2. Backgrounds締約基礎 .................................................................. 3
3. Services Rendered服務內容與責任 ............................................. 4
4. Litigation or Arbitration Service訴訟和仲裁服務 ....................... 5
5. Obligations of Client當事人的義務 ............................................. 6
6. Fee and Payment顧問費用與支付 ............................................... 6
7. Work Implementation 工作方式 .................................................. 7
8. Remedies 違約責任 ...................................................................... 7
9. Supplementary Agreements 補充協議 ......................................... 8
10. Miscellaneous一般約定 .............................................................. 8
RETAINING CONTRACT
法律顧問合同
Contract Number: 合同號
1. The Parties 締約方 People’s Republic of China as of is entered into by and between:本服務合同（以下簡稱合同）於2013年11月6日在中華人民共和國重慶市由以下雙方訂立：
1.1. (“Client”) 重慶當事人（以下簡稱當事人）
And 和
1.2. Chongqing GuangXian Law Offices (“Guangxian”), a recorded law firm underlaws of People’s Republic of China of which address is 162 3rd Zhongshan Lu, Eich Int'l Plaza 16/F, Yuzhong District, Chongqing, 400015, People's
Republic of China重慶廣賢律師事務所（以下簡稱廣賢），系根據中華人民共和國法律成立的註冊律師事務所，地址位於重慶市渝中區中山三路162號中安國際大廈16層，郵編：400015
1.3. Client and Guangxian shall hereinafter be referred to individually as the "Party"and collectively as the"Parties". 當事人和廣賢可單獨稱爲“一方”，合稱爲“雙方”。
2. Backgrounds締約基礎
2.1. In accordance with the Lawyers Act and Contract Act of the People’s Republic
of China, Client engages Guangxian as its retained Attorneys to deal with legal affairs in its business operation.根據《中華人民共和國律師法》和《中華人民共和國合同法》，當事人聘請廣賢處理法律事項。
2.2. Guangxian agrees to accept such engagement as stipulated in the last paragraph.
廣賢同意接受前述聘請。
INWITNESS THEREFORE, The Parties hereby agree as follows: 爲此，雙方特此訂立如下條款：
3. Services Rendered by Guangxian to Client 廣賢的服務內容與責任
3.1. Important Contract Review or Draft重大合同審查或起草
According to Client’s request Guangxian shall legally review or draft contract
documents for any kind of routine business including but not limited to the guarantee contract, loan contract, construction contract, technology contract, intellectual
property transfer or license contract, materials procurement contract, product sales agreement, service contract, labor contract etc. for Client without specialized project contract;應當事人要求，對當事人擬簽訂各類重要合同，包括但不限於擔保合同、貸款合同、建設工程合同、技術合同、知識產權轉讓、許可使用合同、物資的採購協議、產品經銷協議、產品服務協議、勞動合同、勞務合同，進行法律審查或起草合同文本，但屬於專項法律服務內容的除外；
3.2. Internal Rules and Regulations Review 制度審查
According to Client’s request Guangxian shall review any important internal rules and regulations relevant to its employees, sales contributor, supplier or based on any legal or regulatory rules including environmental protection, fire fighting, accounting or financial issues;應當事人要求，就當事人內容涉及當事人與其員工、經銷商、供應商或根據法律法規或監管規則（例如：環境法規、消防法規、會計法或會計規則、財政稅法等）要求建立的，重要規章制度進行法律審查。
3.3. Attorney’s Opinions 法律意見
According to Client’s request, Guangxian shall submit opinions for any issue revolved in Client’s business and internal management. 應當事人要求，就當事人業務活動和內部經營管理中涉及的法律問題提供法律意見。
3.4. Attorney’s Letter發出律師函
According to Client’s request, to resolve all relevant disputes of both internal and outside business with Attorney’s Letter to Client’s debtor or relevant party.
應當事人要求，就當事人在業務活動及內部經營管理活動中出現的各類糾紛提供諮詢意見或建議，發出律師函。
3.5. Legal Training法律知識培訓
In accordance with Client’s request, Guangxian shall provide legal training for
Client’s relevant employees.應當事人要求，對當事人的相關人員進行法律知識和運用技巧的培訓或舉辦法律講座。
3.6. Documents Legal Review文件的法律審查
In accordance with Client’s request, review or draft any documents with legal binding force or take any obligation, including but not limit to post, publicity, representation, advertisement words, external promise or bids;
應當事人要求，就當事人對外發布的.具有法律約束力或以承擔一定義務爲內容的文件，包括但不限於公告、公示、聲明、廣告語、對外承諾、招標文件等，進行法律審查或擬定相關文本。
3.7. Deals Introduction
In accordance with the request of Client, recruit and introduce any partner or investment for Client, supply any operational project or relevant information;
根據當事人的要求，招募並引薦合營或合作伙伴或投資者(以下簡稱引薦客戶)，招募並引薦經營項目或提供相關信息；
3.8. Monthly Report
Provide legal information pertained to the business of Client. Such kind of report shall be delivered monthly.
爲當事人經營活動按月提供法律信息。此類報告應當按月提供。
4. Litigation or Arbitration Service訴訟和仲裁服務
4.1. Guangxian’s service shall exclude litigation or arbitration. Client may consult
Guangxian for general analysis of any litigation before brings lawsuit or within three days after receiving a court summons. Guangxian shall supply legal
consulting service based hereunder.
廣賢律師提供的其它法律事務服務不包括訴訟仲裁業務，當事人訴訟業務
篇三：英文顧問合同
Yr.
No.
ENGAGEMENT AGREEMENT
OF
PERMANENT LEGAL COUNSEL
ENGAGING PARTY :ENGAGEDPARTY : THE UNIVERSAL LEGAL CORP.
Party AEngaging Party:Address: rdTel: Fax:
E-Mail:
Party B Engaged Party: The Universal Legal Corp.
Address:30Fl, The Youdianguangtong Bldg, 11 East Hubin Road, Xiamen, 361004, P.R.C. Tel: 86-592-2680710 Fax: 86-592-2680760
E-Mail: [email protected]
With the development of its business, Party A would like to invite Party B’s lawyer to assume the post of the former’s permanent Legal Counsel (“PLC”). Party A and Party B have entered into the following agreement (“Agreement”) to be observed by both contractual parties.
I. Party B accepts the invitation from Party A and designates Lawyer assumethe post of PLC of Party A. The term of validity of this engagement of PLC will be from
Upon request, the PLC shall furnish Party A with services as below:
* to attend / participate in / handle lawsuits & actions
- to deal with criminal cases, acting as the advocate or the agent / deputy
- to deal with civil and commercial cases, acting as the agent / deputy
a) cases of labor dispute
b) cases of economic dispute
c) maritime cases
d) other civil cases (matrimonial cases, case of succession, civil debt cases, etc.)
* to deal with cases of administrative proceedings / litigation, acting as the agent / deputy
- administrative cases of public security
- administrative cases of patent, trademark, copy right
- administrative cases of taxation
- other administrative cases ( industrial & commercial administrative, environmental protection,
administrative punishment cases, etc.)
* to handle extra-judicial legal affairs
- to provide legal consultancy or to give counsel, verbally or in writing
- to assume the post of Legal Adviser / Counsel, permanently or case by case
- to attend / participate in mediations, conciliations and arbitrations in all kinds of cases, acting as the deputy / agent
- to do market research / surveys and to provide credit investigation service
- to participate in the feasibility study of projects
- to draft / amend / modify / revise or examine / vet legal documents, such as economic contracts, agreements and constitutions, etc..
- to take part in negotiations and to issue lawyer’s letters
- to witness juristic acts
- to go through the legal procedures / formalities of ventures’ establishments, alterations or cancellations / nullifications and other related legal affairs
- to participate in liquidation affairs on the ventures’ dissolution or bankruptcy / insolvency
- to furnish agency for legal affairs on matters of insurance & taxation
- to provide legal service / assistance for bid invitations & tender offers of construction projects - to go through the formalities of Customs declarations or to apply for import /export licenses or
to participate in anti-dumping investigations
- to handle legal affairs in real estate transactions, including the legal affairs on the grant or transfer of land-use-right
- to go through the formalities / procedures in the matters of notarial acts or successions, transfers & trust of properties
- to furnish agency for the applications, registrations and filing of industrial property rights
- to deal with / handle the legal affairs on international loan / credit arrangements
& international contracts of tenancy, including the legal affairs on FX regulation
- to act as agent of ventures for their administrative appeals or mediations
- to undertake extra-judicial legal affairs authorized / entrusted by lawyers outside the country - to undertake other extra-judicial legal affairs
* The PLC is obliged to visit Party A’s office at least once a month. With respect to the
above-mentioned services, Party A may contact the PLC from time to time by telephone, fax or e-mail. In case Party A would like to meet with the PLC in person, an appointment should be made 24 hours prior to such meeting and such meeting generally shall be held at Party B’s office;
* The total length of working time of the fore-mentioned services (extra-judicial legal affairs only;
same hereinafter) shall be not more than hours. During the term of validity of this
engagement, any agency / advocacy in lawsuits or arbitrations by the PLC or any over-time service from the PLC should be initiated through Party A’s additional trust formalities to Party B and be charged favorably at 20% discount based on the state regulations governing counsel fee or Party B’s Charging Clauses & payment conditions, whichever is applicable.
II.
Upon receipt of full cash payment or remittance of the PLC annual fee, Party B shall commence performing its duties & obligations under Article I of this Agreement. In case party A fails to pay or to pay the full amount, Party B is entitled to terminate the Agreement and correspondingly claim damages arising from Party A’s default.
The incidental expenses should be paid up together with the PLC annual fee, fromwhich the PLC shall take responsibility for surplus or deficit. The PLC is also entitled to request reimbursement with vouchers/invoices for out-city traveling expenses arising from the PLC’s handling of matters entrusted or engaged by Party A .
III. Party A is obliged to offer Party B true statements/descriptions of facts necessary for the PLC to
perform its contractual duties & obligations and to provide relevant documents, materials & other essential assistance upon Party B’s request. The legal liabilities incurred from Party A’s misrepresentations, falsifications or other negligent acts shall be undertaken by Party A itself. Party A is also obliged to indemnify Party B for the claims/damages/losses arising from Party A’s fore-mentioned negligent acts. In such a case, Party B is concurrently entitled to terminate the Agreement and the PLC annual fee paid under the Agreement by Party A shall not be reimbursed.
IV. The PLC is obliged to perform earnestly its duties & obligations within the scope of Party A’s
authorizations and state legal provisions. In case Party B terminates the Agreement without valid causes or Party A’s lawful rights/interests is prejudiced owing to the PLC’s negligent acts, the PLC annual fee shall be reimbursed in full to Party A.
V. Any transfer of or modification to the Agreement shall not be permitted without prior mutual written
consent between Party A and Party B.
VI. In case the term of validity of the engagement of PLC expires, the Agreement shall automatically
extend for another one-year term unless a written notification of termination is issued by either party and the PLC annual fee shall thereupon be increased by 5% while other clauses shall remain unchanged, and so on and so forth.
VII. The construe, interpretation & jurisdiction of the Agreement is subject to the law of the PRC. Any and
all dispute(s) in connection with or arising from the performance of the Agreement shall first be settled amicably through friendly consultations & negotiations between Party A and Party B. If this fails, the said dispute shall then be submitted to the Xiamen Arbitration Commission for a final finding.
Party A shall defray Party B a PLC annual fee of and incidental expenses of RMBfor telecommunications, mails, typing/duplicating of documents, city transportation, etc., totally
VIII. Other clauses:
IX. The Agreement shall be made in two originals and each Party holds one, which becomes effective
as from the date of signature.
Party A :
Date of Signature:
Party B : The Universal Legal corp. Account No.: 4100021419224845582 Bank Name:Industrial and Commercial Bank of China, Xiamen Branch, Wucun Sub-BranchBankAddress: 30th Fl.,The Youdianguangtong, Bldg，11East Hubin Road, Xiamen, 361004, P.R. China ： Date of Signatur
