2022年2022年顾问服务协议英文 .pdf

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1、顾问服务协议英文 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 (herei

2、nafter 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 pensation and otherwise in aordance with the terms and conditions contained in this Agreement, NOW THEREFORE, in

3、consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, aepted and agreed 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 1 页，共 36 页 - - - - - - - - - to, the Company and the Consulta

4、nt, 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 Co

5、mpany. 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 provid

6、e 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. 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 2 页，共 36 页 - - - - - - - - - (c) The Consu

7、ltant 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, Sen

8、ior 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

9、shall ply, 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. 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - -

10、 - - - - - 第 3 页，共 36 页 - - - - - - - - - (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 Consu

11、lting 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 i

12、n aordance 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

13、 no right to receive any employee benefits including, but not limited to, health and aident 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 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - -

14、 - - - - - - 名师精心整理 - - - - - - - 第 4 页，共 36 页 - - - - - - - - - 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, bees physically or m

15、entally 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

16、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

17、noted in Section 16 hereof. Upon termination and, in any case, upon the 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 5 页，共 36 页 - - - - - - - - - courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and Rudman LLP (), . Company s request, the Consultant shall retu

18、rn 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 Comp

19、any 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, 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - -

20、 第 6 页，共 36 页 - - - - - - - - - develops, markets or sells products that pete with those of the Company; (iii) solicit or request any individual or entity that researches, develops, markets or sells products that pete with those of the Company, to employ or retain as a consultant any employee or con

21、sultant 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. 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 7 页，共 36 页

22、- - - - - - - - - (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

23、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

24、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 d

25、ata, records, databases, formulations, clinical protocols, equipment design, know-how, experience, and trade secrets; developmental, marketing, sales, customer, supplier, consulting relationship information, 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 8 页，共 36 页 -

26、 - - - - - - - - operating, performance, and cost information; puter 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 technique

27、s 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, magic, or other means. Notwithstanding the foregoing, the term “Confidential Information” shall not include any i

28、nformation 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

29、Consultant by the Company; (c) bees part of the 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 9 页，共 36 页 - - - - - - - - - public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of Consultant

30、; 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 panies to maintain such information in confidence. (b) Except as required by Consultants Duties, Consultant shall not, at any time

31、 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 publicat

32、ion 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

33、data relating to the pricing of the Company products and services, records, notebooks and all other materials 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 10 页，共 36 页 - - - - - - - - - containing Confidential Information or information about Concepts or Ideas (incl

34、uding all copies and reproductions thereof), that e into Consultants possession or control by reason of Consultants 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 w

35、ith 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 Consultants relationship with the

36、 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 innovati

37、ons, trade names, trademarks, service marks, copyrights, copyrightable works, developments, discoveries, designs, processes, formulas, 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 11 页，共 36 页 - - - - - - - - - courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin a

38、nd 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

39、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 pensation,

40、 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. EQUITAB

41、LE RELIEF. Consultant agrees that any breach of Articles 5 and 6 above by him/her would cause irreparable damage 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 12 页，共 36 页 - - - - - - - - - to the Company and that, in the event of such breach, the Company shall have,

42、 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 Consultants obligations hereunder. 8. WAIVER. Any waiver by the Company of a breach of any provision of this Agreement shall not

43、 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,

44、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 illeg

45、al 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 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 13 页，共 36 页 - - - - - - - - - enforceable to the maximum ex

46、tent 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 exten

47、t patible 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 A

48、greement without the prior written consent of the Company. 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. 维护服务 The maintenance service contract 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - -

49、- - - - - - 名师精心整理 - - - - - - - 第 14 页，共 36 页 - - - - - - - - - 根据中华人民 _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 aordance with the “Contract Law of the PRC ”and related law, regulation an

50、d/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, 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 peri