脑残体顾问服务协议英文

2020年12月17日发(作者：艾显)
顾问服务协议英文
courtesy of Peter B. Finn, ESQ, Senior Partner, Rubin and
Rudman LLP (), .

CONSULTING AGREEMENT

, 200_ (the Dateby and between XYZ Corporation,
a ______________ corporation duly organized under law and
having an usual place of business at
_______________________(hereinafter referred to as the
“Companyand (hereinafter referred to as the

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 consideration of the foregoing, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, aepted 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 heshe 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 heshe will
devote up to ____ (__) days per month to hisher 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 heshe 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
hisher 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 heshe performs Services
concurrently with those performed herein.

(d) In performing the Services, Consultant shall ply, to the
best of hisher 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
hisher hours, the Duties performed and a summary of hisher
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
hisher Duties, upon submission and approval of written
statements and receipts in aordance with the then regular
procedures of the Company.

(c) The Consultant agrees that all Services will be rendered
by himher 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 aident insurance, life insurance, sick leave andor
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 hisher
Duties, bees physically or mentally unable to perform hisher
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 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 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 andor
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; 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
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, magic, 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) bees 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
panies 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 e 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 hisher 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
(
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 pensation, all of hisher 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 himher 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 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 hisher 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 hisher death or disability.

维护服务

The maintenance service contract

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 andor 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

Ⅰ, 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 period hereof,
be responsible for plete the technical services that exhibit
in Appendix 1

2、受托方将按照合同附件一约定的服务条款标准在合同约定期限
内，提供合同所列的服务。

The trustee shall, in aordance with service standard of the
Appendix 1 of this contract and within the agreed contract
period, provide the listed service.

3、合同附件一：服务产品清单及服务条款，是本合同不可分割的
一部分。 Appendix 1: Product list and service items shall be
deemed as an integral part of this contract.

4、服务合同总金额为￥_______ 元，大写： 人民币________元整，
此价格为包括服务费、差旅费、人工费、税费等项费用的最终价格。

the total amount of this service contract is ￥________ (RMB
_______ only), this amount is all-in prince and shall include
but not limited service fees, travel expenses, labor cost,
taxes and other expenses.

二、 双方的义务

Ⅱ, the obligations of the parties

委托方的义务

Entrusting Party’s obligation

1、当故 障发生时，须以书面或电话、邮件形式向受托方提供详细
的故障说明，以帮助受托方人员作出正确的故障 判断。

Whenever the failure happens, the entrusting party shall use
written notice, telephone or email inform trustee with detailed
failure explanations; to convenient the trustee make correct
resolve solution.

3、为受托方实施服务提供必要的人员、场地和其他环境安排。

The entrusting party shall, for the convenient of trustee,
provide the necessary personnel, venues and other
environmental arrangement.

受托方的义务

The Trustee's Obligations

1、 受托方按照合同附件一中的服务条款就合同附件一中服务内
容，向委托方提供保证质量的服务。

The trustee shall, in aordance with the service clause in
Appendix 1, provide quality guarantee to the entrusting party.

2、 其它按照本合同应当由受托方完成或协助完成的工作。

Other works should be assisted by the entrusting party that
pursuant to this contract.

三、 违约责任

Ⅲ, the liability for breach of contract

3、受托方未按照合同约 定保证质量地完成工作任务，每违约一次
按服务合同总额的0.05%计算向委托方支付违约金，违约金 最多不超
过当月服务合同额的50%。

If the trustee failure to plete the required work that
pursuant to the requirement of the quality guarantee of this
contract, the trustee shall pay to the entrusting party
liquidated damages 0.05% of the contract value for each breach,
but the total liquidated damages shall not exceed 50% of the
contract value.

四、 付款方式：

Ⅳ, Payment terms

委托方收到受托方发票并不说明委托方已经向受托方支付了合同
全款。 双方一致认同，委托方货款支付以到达受托方指定银行账户为
标准。

Both parties agree that the payment by entrusting party
enter into the designated bank aount of the trustee shall be
deemed as payment aomplished. 合同签订生效后30天内，买方向
卖方支付合同全款。买方付款前，卖方向买 方提供合同全额的增值税
专用发票，对应税率见附件约定.

Within 30 days of this contract signed, the buyer pay to the
seller full amount of this contract. But before the payment is
made, the seller shall issue the VAT invoice with full amount
of the contract value to the buyer, the relevant tax rate shall
be exhibit in appendix.

五、 解决争议

Ⅴ, Dispute resolution

如履行本合同发生争议，双方应首先协商解决。如协商不成，任
何一方均可向委托方所在地的 __提起诉讼，通过法律程序予以解决。

In the event of any disputes arise by this contract; such
dispute shall be resolved through friendly negotiation; if
failure to make the consensus of the parties through
negotiation, either party may bring such dispute to the people’
s court where the entrusting party located.

六、 不可抗力、政府行为及免责条款

Ⅵ, Force majeure, government behavior and the exemption
clause

1、本合同双方中任何一方面临不可抗力事件，包括 但不限于火灾、
水灾、地震、台风、自然灾害、原厂商原因等过程中可能发生的不可
预见、不可 避免且无法控制的情况，致使合同履行迟延或履行不能，
受不可抗力影响的一方应以书面形式将相关情况 及时对方，除支付义
务外本合同约定履行期限应自动顺延。如前述不可抗力致使合同履行
迟延或 不能履行的情况持续达一百二十日，且双方未能

就合同变更达成一致意见的，未受不可抗力影响的一方可提前一
周对方后终止合同；

In the event of any force majeure of either party hereof,
force majeure herein means unforeseeable, unavoidable and
uncontrollable events that including but without limitation
fire, flood, earthquake, typhoon, act of god, or automakers’
interruptions, which makes the affected party delay to perform
or failure to perform the contract liabilities; the affected
party shall use written notice to inform the other party about
the force majeure event, except otherwise the payment
obligations, other performance liabilities shall be extend
aordingly. If the continuous of the aforesaid circumstance
makes the performance of this contract delayed or unperformed
over 120 colander days, and the both parties failure to make
new agreement, the unaffected party may upon one week in advance
with written notice to terminate this contract without any
other liabilities.

2、因政府颁布法律、法规、行政命令及相关权 力机关抽象行政行
为原因导致任何一方迟延或不能履行本合同所约定义务的，应及时通
知对方， 合同约定的履行期限相应顺延，因此造成的对方损失彼此不
承担违约责任。合同任何一方上级主管单位针 对本合同相关项目的具
体行政行为导致该方无法履行合同的不在免责范围之内。

Any delay or failure performance to this contract of either
party, under the reason of law, regulation, government decree
or any other abstract administrative acts, which make the
contract delayed or cannot be performed; the affected party
shall inform the other party timely, the contract period shall
be delayed aordingly; neither party will not be responsible for
any loss of the aforesaid reasons. Nevertheless, any specific
administrative act that lead to this contract cannot be
performed shall definitely not be included.

七、 商业秘密

Ⅶ, Confidential

委托方和受托方均有义务对在本合同签订、履行过程中知悉的另
一方的商业秘密予以保护 ，不得向其他任何第三方泄露，本合同项下
的商业秘密包括双方明示并通过书面形式确认的文件或以其他 载体
存在的文件或信息。保密期限将不受本合同期限的限制。受托方在履
行本合同过程中触及和 知晓的有关委托方的设备、网络情况、业务程
序及方式、管理的方法制度和专有技术等，无论此种信息的 形式和目
的为何，均为委托方的保密信息，未经一方书面同意，另一方不得复
制、记录或以其他 方式泄露上述信息。

Both parties, knowing the other party’s confidential
information before or during this contract performance, shall
keep secret and never release to any third party; the
confidential hereof shall means, explicit or implied, any type
of written document or any other information or message stored
in any media. The trustee, during the performance of this
contact, with know or obtain any information about equipment,
work, business process or structures, management systems or
proprietary information and etc. that belong to the entrusting
party, irrespective of the information type or purpose, the
confidential information shall remain belongs to the
entrusting party, without

written consent; the trustee cannot copy, record or release
by any other method.

八、 技术成果归属

Ⅷ, Ownership of the technical achievement

1、委托方利用受托方提交的技术服务工作成果所完成的新的技术
成果，归委托方所有。

Any new technical achievement, the entrusting party create
by using technical service provided by trustee, shall be owned
by entrusting party.

2、受托方在服务过程中获得的技术 成果，包括但不限于新技术、
新工艺、新方法、新发明、新发现等，所有权及知识产权的归受托方
所有。

The new technical results acquired during the service terms,
including but not limited to new technology, invention, new
discovery and etc., the ownership or intellectual property
right shall always belongs to the entrusting party.

九、 权利瑕疵担保

Ⅸ, Guarantee Obligations

因执行本合同的需要，合同一方提供的与本合同有关的设备、材
料、工 序工艺、软件及其他知识产权，应保障对方在使用时不存在权
利上的瑕疵，不会发生侵犯第三方知识产权 等情况。若发生侵害第三
方权利的情况，提供方应负责与第三方交涉，并承担由此产生的全部
法 律和经济责任。因侵权给合同另一方造成损失的应给予赔偿。

During the contract period, any equipment, material,
technical process, software, or other intellectual property
that used to perform this contract by one party, the party shall
ensure, using the aforesaid, will no right defects and will not
infringe the intellectual property of any third party. In the
event of the infringement, the providing party shall be solely
responsible for any liability of both the legal and economical,
and shall be indemnify for the loss that caused to the other
party.

十、 其它事项：

Ⅹ, Miscellaneous

1、 本合同自委托方和受托方加盖双 方印章后生效，合同传真件
等同原件，有同等法律效力。本合同一式陆份，委托方执叁份，受托
方执叁份。未尽事宜，依照《中华人民 __合同法》的规定处理。

This contract shall be enforceable only upon the signed and
sealed by the duly authorized representatives; the facsimile
shall be deemed as the original and enjoy same legal force with
the original. This contract is made in six copies, either of
the party hold three copies. Any pending matters in this
contract, the parties hereto shall processed in aordance with
“Contract Law of the PRC”

2、本合 同履行中，双方经协商一致可以对本合同的条款进行变更。
该变更必须经过双方协商同意，并由双方授权 代表签署书面补充协议
和加盖公司印章，作为补充协议，补充协议也是合同的一部分，一旦
补充 协议与原合同正本不一致，以补充协议为准。或委托方和受托方
协商确定。

During the performance of this contract, the parties hereto
may revise the terms and conditions hereof through friendly
negotiation. Such revise hereof

shall be through negotiation and mutual consensus; the
supplementary agreement shall only be signed and sealed by the
duly authorized representatives of the parties hereto. Such
supplementary agreement shall be deemed as integral party of
this contract, if any discrepancies between the contract and
supplementary agreement, except negotiated by and between the
entrusting party and trustee otherwise, the supplementary
agreement shall prevail.

CONSULTING SERVICE CONTRACT

This Agreement is made by and between: Party A :【】,an
corporation having its principal place of business at Its
Business License No.【】; AND

Party B ：【】,an corporation having its principal place of
business at Its Business License No.【】

“Party A” and “Party B” individually referred to as the
“Party” and collectively as the “Parties”,

Whereas

(i) Party A is an independent pany (ii) Party B is

Party A and Party B, intending to be legally bound, Party
A entrust Party B to provide the consulting service, and in
consideration of the mutual promises and covenants contained
herein, agree as follows:

1. Item of service

The “Service”1）

2）……

2. Service Period

Party B will provide the service to Party A from【】to【】

3. Price and Payment Terms

1) Price: The total service fee is

2) Payment Term: Party A agrees to pay the amount of service
fees for the

following fixed term: ① Within 【】days after the signature
date, and Party B begin to provide the service, Party A shall
pay【】% of the total service fee;

② Within 【】days after the service under the agreement has
pletely performed, Party A shall pay【】% of the total service
fee;

……

3) The service fee shall be paid to the designated bank aount
of Party B, the

bank aount information are as follows: Name of the bank:
Address of the bank:

Beneficiary?s aount name:

Beneficiary?s Bank aount number:

4. Responsibility and Rights of Parties

1） Party A shall pay the service fee to Party B that ply
with Art.3 under this

agreement;

2） Party A need to provide the related necessary
material(document) and

information to Party B

3） Party B shall provide the service in diligence and meet
the main requirement

set in Art.1;

4） Party B shall plete the consulting service in the period
under this

agreement.

5. Disclaimers

1) Party B is not responsible for any interruption of Service
due to problems

ourred on the Inter platform or any other reasons that cannot
be controlled by Party A;

2) Party B will not be responsible for the interruption of
Service owing to orders

of government authorities or judicial bodies;

3) Party A agrees to pensate Party B any loss attributable
to the fault of the

Party A;

4) Two parties agree that all claims shall be limited to
direct damages due to the

breach of this Agreement. In no event shall either party be
liable to the other for any penalty, consequential, indirect,
special or incidental damages including, but not limited to,
loss of profit or loss of technology or operation rights or loss
of business rights.

6. Breach of contract

In the event that either Party breaches any provision of the
Contract that results in the other party incurring economic
losses, the party in breach shall be liable to pensate the other
party for the corresponding economic losses.

7. Jurisdiction and Lawsuit

1) This Contract is constructed and to be executed and
interpreted by the laws of the

People?s Republic of【ChinaItaly】.

2) Any controversy or claim arising hereunder that cannot
be resolved by the parties

themselves, shall be settled by the court in shanghai that
have the jurisdiction of the disputes;

8. Force Majeure

The effected party shall notify the other party of the cases
of force majeure ourred by telex or cable as soon as possible
and shall send by registered airmail, within 20 days thereafter,
a certificate issued by the authorities or departments
concerned to the other party for confirmation.

Should the effect of the force majeure cases last for more
than 100 days, both parties shall settle the problem of further
execution of the Contract through friendly consultations as
soon as possible.

9. Confidentiality

Except as expressly set forth herein, the parties shall
maintain in confidence the Confidential Information of the
other side. The parties shall not disclose such Confidential
Information to any third party without the prior written
consent of the other side.

Both parties shall abide by the terms of Confidentiality in
this Contract and have obligation to maintain the Confidential
Information after the termination of the Agreement. The
obligation shall end only upon the consent of the other side
or only if the disclosure of the Confidential Information will
not cause any loss of the other side.

10. Effectiveness of the Contract

This Contract mences on the date when Parties receives the
contract duly signed and affixed with the pany?s chop.

11. Miscellaneous

This agreement is in duplicate, each party hold one copy and
each copy has the same legal validity.

*No text below*

Signature page

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the day and year below written.

SIGNED byFor and on behalf of Party A:

SIGNED byFor and on behalf of Party B:

) (Company Stamp) Authorised Signature

)

(Company Stamp) Authorised Signature


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