咨詢協(xié)議(英文模板)

1、CONSULTANCY AGREEMENTBETWEENPARTY AANDPARTY BThis agreement is made by and between:PARTY A , a company existing under the laws of People s Republic of China, having itsregistered 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 Pro)ject ”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:ARITCLE 1- APPOINTMENT OF CONSULTANT AND SCOPE OFC

3、OOPERATION1.1 Party A hereby appoints Party B as its consultants for the Projects in XXXX (COUNTRY) for CLIENT, subject to the terms and conditions of this Agreement. The consultants accept such appointment and agree to keep, observe and perform the terms and conditions of the Agreement.1.2 Party B

4、shall not provide third parties of a competitive nature the same service as provided to Party A, for the same project throughout the effective term of this Agreement.1.3 The service contemplated under this Agreement shall be restricted in XXXX(COUNTRY).ARTICLE 2-SUBJECT MATTER OF THE AGREEMENT2.1 Th

5、e parties shall cooperate with each other in accordance with obligations and conditions contained herein the Agreement.ARTICLE 3-OBLIGATION OF PARTY B3.1 PARTY B is obligated to show its capacity by providing all the essential information, advice, consultation and other services requestedby PARTY A,

6、 in view of obtaining the project contracts signed between PARTY A and the CLIENT and so as to secure the good execution of the contracts by coordination and solving the problems occurred between PARTY A and the CLIENT.PARTY B will act as a consultant of PARTY A in XXXX (COUNTRY) to promote PARTY As

7、 participation in the said Projects in XXXX (COUNTRY), along with XXXX (COUNTRY) authorities and private entities. That consultant service is not limited in scope but the parties will agree on a list of targets which will constitute the initial basis of PARTY Bs work.3.2 Upon the request of PARTY A

8、whenever necessary, PARTY B should also:Provide assistance to PartyAs work in the client s country.Supply to Party A with data concerning the market and other information including information on laws, payments, taxation and other standards in force in the client s country which could be necessary.T

9、ake part in the preparation and submission of any written document which must be presented to client in relation to the Project.Assist Party A to fulfill contractual obligations during the course of implementation of the Project Contract.ARTICLE 4-CONFIDENTIALITY4.1 The Parties shall keep all inform

10、ation obtained in relation to this Agreement con fide ntial and shall not therefore divulge it to any third parties.4.2 Any excepti on to the above must be agreed to in writ ing by the Parties.ARTICLE 5-REMUNERATION5.1 Party A shall pay to Party B such remuneration as Party B shall be entitled to in

11、 accorda nee with the terms of this Agreeme nt.5.2 The Parties agree that remuneration shall be paid to PARTY B according to the perce ntage and the con tract amount show n in the table below whe n the con tract amount is equal to the bidd ing price:Whe n the con tract amount is lower tha n the bidd

12、 ing price, the perce ntageshow n in the table above shall be reduced accordi ngly upon the Partiesrie ndly discussi on.5.3 Payments shall be madento Party B s bank account specified by PartyvBting, and shall be in the same curre ncy (USD) as that of the Project con tract.5.4 In consideration of the

13、 fact that Party A shall be paid in accordance with the payme nt schedule of the Project con tract, payme nts in favor of Party B shall be made correspondenetly, and shall be madafter Party A effective receipt of each payment from the Clie nt.ARTICLE 6-VALIDITY AND TERM6.1 This Agreeme nt shall come

14、 in to force on the date of sig nature and shall remai n valid for 1 year. This Agreeme nt shall rema in valid un til the end of the Project if the Project is un der impleme ntio n whe n this Agreeme nt expires.6.2 In the eve nt that the Clie nt un ilateraly resc inds the Project con tract for any r

15、eas on before the expriation of the Project, this agreement shall automatically become ineffectiveness. However, the consultants shall still make necessary steps to assist PARTY A with the Client to confirm the validity of the part that has been performed and ensure in obtaining the payment equivale

16、nt to the value of the part that has been confirmed.ARTICLE 7- FORCE MAJEURE7.1 If the Agreement is prevented from execution by force majeure, the prevented party shall promptly inform the other party of the event and the detailed information about the event and the certificate that proves how the e

17、xecution of the agreement has been influenced by the events.7.2 In this Clause, “ Force Majeure ” means an event cannot be forseen by the parties, beyond the control of the parties, which makes it impossible for a party to perform its obligation under the Contract, including but not limited to: natu

18、ral calamities; and/or, any change of foreign exchange control policy; and /or, any publication of new laws or regulations as well as the introduction of governmental measuresor the practicing of administrative acts which may be likely to affect the performance of this agreement.7.3 In case of the F

19、orce Majeure, the executing period of the Agreement shall be extended to a period equal to that of the accident.7.4 Both parties shall not demand compensation of each other for losses caused by such a Force Majeure.ARTICLE 8-LANGUAGE8.1 All documents, communications or notifications referred to the

20、present Agreement, or which may be required under the terms of this Agreement, shall be in EnglishARTICLE 9-GOVERNING LAW AND ARBITRATION9.1 The agreement, including without limitation its conclusion, validity, construction, performance and settlement of disputes, shall be governed by the laws of th

21、e Peoples Republic of China without giving effect to the principles of conflict of law.9.2 Any disputes arising from, or in connection with the Agreement shall be first settled through friendly negotiation by both Parties. In case both Parties reach no settlement to disputes through amicable negotia

22、tion, the disputes shall then be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its Arbitration Rules in force at the time of application for arbitration. The arbitration shall proceed in BEIJING. The arbitral award is final and

23、 binding upon both Parties. The arbitration fees shall be borne equally by both parties9.3 To the fullest extent permitted by the law, this arbitration proceeding and the arbitrators award shall be maintained in confidence by the parties so as to protect relevant valuable information or intellectual

24、 property rights.9.4 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Agreement except for those matters under arbitration.ARTICLE 10-ENTIRE AGREEMENTThe Agreement and its Annexures constitute the entire Agreement and understanding between the parties with respect to the subject matter hereof, and there are no additional or other promises, representations, warranties, agreements, or understandings, whether written or oral, except those as contained herein.ARTICLE 11-NO WAIVERThe failur