咨詢協(xié)議(英文模板)

1、CONSULTANCYAGREEMENTBETWEENPARTY AANDPARTY B_精品資料_This agreement is made by and between:PARTYA, a companyexistingunder the laws of People s Republicof China,having its registered office in xxxxxxx(Hereafter referred to as“PARTY A ”)ANDPARTY B, XXXXXXXXXX(Hereafter referred to as“PARTY B ”)PROJECT: P

2、rojects signed with *. (Hereinafter refered to as“the Project ”)Whereas:1. Party A is desirous of cooperating with Party B to carry out the said Project ;2. Party B is agreeable to such cooperation;NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:精品資料_ARITCLE1 APPOINTMENTOFCONSULTANTANDSCOPEOFCOOP

3、ERATION1.1Party A hereby appoints Party B as its consultants for the Projects in XXXX(COUNTRY)forCLIENT,subjecttothetermsandconditionsofthisAgreement.The consultantsaccept such appointmentand agree to keep,observe and perform the terms and conditions of the Agreement.1.2Party B shall not providethir

4、d partiesof a competitivenaturethe sameservice as provided to Party A, for the same project throughout the effectiveterm of this Agreement.1.3TheservicecontemplatedunderthisAgreementshallbe restrictedinXXXX(COUNTRY).ARTICLE 2 SUBJECT MATTER OF THE AGREEMENT2.1The parties shall cooperate with each ot

5、her in accordance with obligationsand conditions contained herein the Agreement.ARTICLE 3 OBLIGATION OF PARTY B3.1PARTY B is obligatedto show its capacityby providingall the essentialinformation,advice,consultationand other servicesrequestedby PARTYA, in精品資料_view of obtaining the project contracts s

6、igned between PARTY A and the CLIENTand so as to securethe goodexecutionof the contractsby coordinationandsolving the problems occurred between PARTY A and the CLIENT.PARTY B will act as aconsultant of PARTY A in XXXX (COUNTRY) to promotePARTYA's participationin the said Projectsin XXXX (COUNTRY

7、),along withXXXX (COUNTRY) authorities and private entities. Thatconsultant service is notlimited in scope but the parties will agree on a list of targets which will constitutethe initial basis of PARTY Bs work.3.2Upon the request of PARTY A whenever necessary, PARTY B should also:Provide assistance

8、 to Party As work in the clients country.Supplyto PartyAwith data concerningthemarketandotherinformationincluding information on laws, payments, taxation and other standards in forcein the client s country which could be necessary.Take part inthepreparationand submissionof anywrittendocument whichmu

9、st be presented to client in relation to the Project.AssistPartyAtofulfillcontractualobligationsduringthecourse ofimplementation of the Project Contract.精品資料_ARTICLE 4 CONFIDENTIALITY4.1The Parties shall keep all information obtained in relation to this Agreementconfidential and shall not therefore

10、divulge it to any third parties.4.2Any exception to the above must be agreed to in writing by the Parties.ARTICLE 5 REMUNERATION5.1Party A shall pay to Party B such remuneration as Party B shall be entitledto in accordance with the terms of this Agreement.5.2The Parties agree that remuneration shall

11、 be paid to PARTY B according tothe percentageand thecontractamountshownin thetablebelowwhenthecontract amount is equal to the bidding price:When the contract amount is lower than the bidding price, the percentage shown inthe table above shall be reduced accordingly upon the Partiesfriendly discussi

12、on.5.3Payments shall be made into Party Bs bank account specified by Party B inwriting, and shall be in the same currency (USD) as that of the Project contract.精品資料_5.4In consideration of the fact that Party A shall be paid in accordance with thepayment scheduleof the Project contract,payments in fa

13、vor of Party B shall bemadecorrespondenetly,and shall be made after Party As effectivereceipt ofeach payment from the Client.ARTICLE 6 VALIDITY AND TERM6.1This Agreementshall come into force on the date of signatureand shallremain valid for 1 year. This Agreementshall remain valid until the end of t

14、heProject if the Project is under implemention when this Agreement expires.6.2In the event that the Client unilateraly rescinds the Project contract for anyreasonbeforethe expriationof the Project,this agreementshall automaticallybecome ineffectiveness. However, the consultants shall still make nece

15、ssary stepsto assist PARTY A with the Client to confirm the validity of the part that has beenperformed and ensure in obtaining the payment equivalent to the value of the partthat has been confirmed.ARTICLE 7- FORCE MAJEURE7.1IftheAgreementispreventedfromexecutionbyforcemajeure,theprevented party sh

16、all promptly inform the other party of the event and the detailed精品資料_information about the event and the certificate that proves how the execution of theagreement has been influenced by the events.7.2In this Clause,“Force Majeure ”means an event cannot be forseen by theparties, beyond the control o

17、f the parties, which makes it impossible for a party toperformits obligationundertheContract,includingbut notlimitedto: naturalcalamities;and/or,any changeof foreign exchangecontrol policy; and /or, anypublication of new laws or regulations as well as the introduction of governmentalmeasures or the

18、practicing of administrative acts which may be likely to affect theperformance of this agreement.7.3In case of the Force Majeure, the executing period of the Agreement shallbe extended to a period equal to that of the accident.7.4Bothpartiesshallnot demandcompensationofeachotherforlossescaused by su

19、ch a Force Majeure.ARTICLE 8 LANGUAGE精品資料_8.1All documents,communicationsor notificationsreferredtothepresentAgreement, or which may be required under the terms of this Agreement, shall bein EnglishARTICLE 9 GOVERNING LAW AND ARBITRATION9.1The agreement, including without limitation itsconclusion,va

20、lidity,construction,performanceandsettlement ofdisputes,shallbegovernedbythelaws of the People'sRepublicof China without givingeffecttothe principlesofconflict of law.9.2Any disputes arising from, or in connection with the Agreement shall be firstsettled through friendly negotiation by both Part

21、ies. In case both Parties reach nosettlement to disputes through amicable negotiation,thedisputesshallthenbesubmitted toChinaInternationalEconomicand TradeArbitrationCommission(CIETAC) for arbitration in accordance with its Arbitration Rules in force at the timeof application for arbitration. The ar

22、bitration shall proceed in BEIJING. The arbitralawardis final and bindinguponboth Parties. The arbitrationfees shall be borneequally by both parties9.3To the fullest extent permitted by the law, this arbitration proceeding and thearbitrator's award shall be maintained in confidence by the partie

23、s so as to protectrelevant valuable information or intellectual property rights.精品資料_9.4Notwithstanding any reference to arbitration, both Parties shall continue toperform their respective obligations under the Agreement except for those mattersunder arbitration.ARTICLE 10 ENTIRE AGREEMENTTheAgreeme

24、ntanditsAnnexuresconstitutetheentireAgreementandunderstanding between the parties with respect to the subject matter hereof, andthere are no additional or other promises, representations, warranties, agreements,or understandings, whether written or oral, except those as contained herein.ARTICLE 11 NO WAIVERThe failure of either party to insist upon strict adherence to any t