2022年Consulting-Agreement-顾问协议书-英文版.pdf

《2022年Consulting-Agreement-顾问协议书-英文版.pdf》由会员分享，可在线阅读，更多相关《2022年Consulting-Agreement-顾问协议书-英文版.pdf（17页珍藏版）》请在淘文阁 - 分享文档赚钱的网站上搜索。

1、APPENDIX E CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the Agreement) is made and entered into this day of , 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

2、_ of (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

3、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 精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 1 页，共 17 页 - - - - - - - - - - Company and the C

4、onsultant, intending to be legally bound, agree to the terms set forth below.1. TERM.Commencing as of the Effective Date, and continuing f or 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

5、the Company. This Agreement may be renewed or extended for any period as may be agreed by the parties.2.DUTIES AND SERVICES.(a) Consultants duties and responsibilities shall be (collectively, the “Duties ” or “Services ”).(b) Consultant agrees that during the Term he/she will devote up to _ (_) days

6、 per month to his/her Duties. The Company will periodically provide the Consultant with a schedule 精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 2 页，共 17 页 - - - - - - - - - - of the requested hours, responsibilities and deliverables for the applicable period of time. The Duti

7、es 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.

8、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 th

9、e 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.精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 3 页，共 17 页 - -

10、- - - - - - - - (a) Subject to the provisions hereof, the Company shall pay Consultant a consulting fee of ($_) Dollars for each hour of Services provided to the Company (the Consulting Fee). The Consultant shall submit monthly, on the Company s standard reporting form, a listing of his/her hours, t

11、he Duties performed and a summary of his/her activities. The Consulting Fee shall be paid within fifteen (15) days of the Companys 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, u

12、pon 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

13、between the Consultant and the Company. The Consultant shall have 精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 4 页，共 17 页 - - - - - - - - - - no right to receive any employee benefits including, but not limited to, health and accident insurance, life insurance, sick leave and

14、/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

15、 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 Dir

16、ectors.(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.精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 5 页，共 17 页 - - - - - - - - - - (c) Upon termination under Sections 4(a)

17、 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 Company s request, the Consultant shall return immediately to the Compa

18、ny 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

19、 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 精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - -

20、 -第 6 页，共 17 页 - - - - - - - - - - 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) i

21、nduce 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) Definitions. For the purposes of this Article 6, the terms set forth below shall have the following meanings:(i) Concept a

22、nd Ideas. Those concepts and ideas disclosed by the Company to Consultant or which are first 精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 7 页，共 17 页 - - - - - - - - - - developed by Consultant during the course of the performance of Services hereunder and which relate to the

23、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) Confidential Information. For

24、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, characte

25、ristics, 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 c

26、ost information; computer programming techniques whether in tangible or intangible form, and all record bearing media 精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 8 页，共 17 页 - - - - - - - - - - containing or disclosing the foregoing information and techniques including, writt

27、en 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 t he foregoing, the term “Confidential Information” shall not include any information whic

28、h: (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 t

29、he 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 ob

30、ligation to the Company or any of its affiliated companies to maintain such information in confidence.精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 9 页，共 17 页 - - - - - - - - - - (b) Non-Disclosure to Third Parties. Except as required by Consultants Duties, Consultant shall no

31、t, 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

32、 with publication rights, shall belong exclusively to the Company.(c) Documents, etc. 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 submi

33、t 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 Consultants possessio

34、n or control by reason of Consultants performance of the relationship, whether prepared by Consultant or others: (a) are the property of the Company, (b) 精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 10 页，共 17 页 - - - - - - - - - - will not be used by Consultant in any way oth

35、er 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 Companys or Consultant s premises (except as Consultants Duties require), and (e) at the termination (for whatever reason), of Consultant

36、s relationship with the Company, will be left with, or forthwith returned by Consultant to the Company.(d)Patents, etc. 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,

37、 inventions, technological innovations, trade names, trademarks, service marks, copyrights, copyrightable works, developments, discoveries, designs, processes, formulas, know-how, data and analysis, whether registrable or not (Developments), which Consultant, as a result of rendering Services to the

38、 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 精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归

39、纳 - - - - - - - - - -第 11 页，共 17 页 - - - - - - - - - - implied under this Agreement.(e) Assignment. 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 in

40、terest 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

41、 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

42、 threatened violation of Consultants obligations hereunder.8. WAIVER.Any waiver by the Company of a breach of any 精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 12 页，共 17 页 - - - - - - - - - - provision of this Agreement shall not operate or be construed as a waiver of any subs

43、equent 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 i

44、n 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 provi

45、sion, 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 excessive

46、ly 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.精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 13 页，共 17 页 - - - - - - - - - - 10. ASSIGNM

47、ENT. 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 Compan

48、y. This Agreement shall be binding upon and inure to the benefit of the Consultants heirs and legal representatives in the event of his/her death or disability.11. HEADINGS. Headings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement.12. AMENDMENTS.This A

49、greement may be amended or modified, in whole or in part, only by an instrument in writing signed by all parties hereto. Any amendment, consent, decision, waiver or other action to be made, taken or given by the Company with respect to the Agreement shall be made, taken or given on behalf of the Com

50、pany only by authority of the Companys Board of Directors.精品资料 - - - 欢迎下载 - - - - - - - - - - - 欢迎下载 名师归纳 - - - - - - - - - -第 14 页，共 17 页 - - - - - - - - - - 13. NOTICES.Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in person or