篇一：Consulting_Agreement 顾问协议书 英文版

　　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 (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 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 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 he/she 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 he/she will devote up to ____ (__) days per month to his/her 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 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, 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 he/she performs Services concurrently with those performed herein.

　　(d) In performing the Services, Consultant shall comply, 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.

　　(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 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 his/her Duties, upon 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 between the Consultant and the Company. The Consultant shall have no right to receive any employee benefits including, but not limited to, health and accident 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 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, 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 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 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) 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 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 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; computer 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, magnetic, 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) 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 obligation to the Company or any of its affiliated companies 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 come 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 his/her 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 ("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 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 compensation, 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. EQUITABLE RELIEF. Consultant agrees that any 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 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 compatible 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 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 his/her death or disability.

　　篇二：法律顾问合同英文版

　　RETAINING CONTRACT

　　法律顾问合同

　　By and between

　　签约方

　　Client

　　当事人

　　And

　　Chongqing Guangxian Law Offices

　　重庆广贤律师事务所

　　November, 2013二O一三年十一月

　　目录

　　1. The Parties 缔约方 ........................................................................ 3

　　2. Backgrounds缔约基础 .................................................................. 3

　　3. Services Rendered服务内容与责任 ............................................. 4

　　4. Litigation or Arbitration Service诉讼和仲裁服务 ....................... 5

　　5. Obligations of Client当事人的义务 ............................................. 6

　　6. Fee and Payment顾问费用与支付 ............................................... 6

　　7. Work Implementation 工作方式 .................................................. 7

　　8. Remedies 违约责任 ...................................................................... 7

　　9. Supplementary Agreements 补充协议 ......................................... 8

　　10. Miscellaneous一般约定 .............................................................. 8

　　RETAINING CONTRACT

　　法律顾问合同

　　Contract Number: 合同号

　　1. The Parties 缔约方 People’s Republic of China as of is entered into by and between:本服务合同（以下简称合同）于2013年11月6日在中华人民共和国重庆市由以下双方订立：

　　1.1. (“Client”) 重庆当事人（以下简称当事人）

　　And 和

　　1.2. Chongqing GuangXian Law Offices (“Guangxian”), a recorded law firm underlaws of People’s Republic of China of which address is 162 3rd Zhongshan Lu, Eich Int'l Plaza 16/F, Yuzhong District, Chongqing, 400015, People's

　　Republic of China重庆广贤律师事务所（以下简称广贤），系根据中华人民共和国法律成立的注册律师事务所，地址位于重庆市渝中区中山三路162号中安国际大厦16层，邮编：400015

　　1.3. Client and Guangxian shall hereinafter be referred to individually as the "Party"and collectively as the"Parties". 当事人和广贤可单独称为“一方”，合称为“双方”。

　　2. Backgrounds缔约基础

　　2.1. In accordance with the Lawyers Act and Contract Act of the People’s Republic

　　of China, Client engages Guangxian as its retained Attorneys to deal with legal affairs in its business operation.根据《中华人民共和国律师法》和《中华人民共和国合同法》，当事人聘请广贤处理法律事项。

　　2.2. Guangxian agrees to accept such engagement as stipulated in the last paragraph.

　　广贤同意接受前述聘请。

　　INWITNESS THEREFORE, The Parties hereby agree as follows: 为此，双方特此订立如下条款：

　　3. Services Rendered by Guangxian to Client 广贤的服务内容与责任

　　3.1. Important Contract Review or Draft重大合同审查或起草

　　According to Client’s request Guangxian shall legally review or draft contract

　　documents for any kind of routine business including but not limited to the guarantee contract, loan contract, construction contract, technology contract, intellectual

　　property transfer or license contract, materials procurement contract, product sales agreement, service contract, labor contract etc. for Client without specialized project contract;应当事人要求，对当事人拟签订各类重要合同，包括但不限于担保合同、贷款合同、建设工程合同、技术合同、知识产权转让、许可使用合同、物资的采购协议、产品经销协议、产品服务协议、劳动合同、劳务合同，进行法律审查或起草合同文本，但属于专项法律服务内容的除外；

　　3.2. Internal Rules and Regulations Review 制度审查

　　According to Client’s request Guangxian shall review any important internal rules and regulations relevant to its employees, sales contributor, supplier or based on any legal or regulatory rules including environmental protection, fire fighting, accounting or financial issues;应当事人要求，就当事人内容涉及当事人与其员工、经销商、供应商或根据法律法规或监管规则（例如：环境法规、消防法规、会计法或会计规则、财政税法等）要求建立的，重要规章制度进行法律审查。

　　3.3. Attorney’s Opinions 法律意见

　　According to Client’s request, Guangxian shall submit opinions for any issue revolved in Client’s business and internal management. 应当事人要求，就当事人业务活动和内部经营管理中涉及的法律问题提供法律意见。

　　3.4. Attorney’s Letter发出律师函

　　According to Client’s request, to resolve all relevant disputes of both internal and outside business with Attorney’s Letter to Client’s debtor or relevant party.

　　应当事人要求，就当事人在业务活动及内部经营管理活动中出现的各类纠纷提供咨询意见或建议，发出律师函。

　　3.5. Legal Training法律知识培训

　　In accordance with Client’s request, Guangxian shall provide legal training for

　　Client’s relevant employees.应当事人要求，对当事人的相关人员进行法律知识和运用技巧的培训或举办法律讲座。

　　3.6. Documents Legal Review文件的法律审查

　　In accordance with Client’s request, review or draft any documents with legal binding force or take any obligation, including but not limit to post, publicity, representation, advertisement words, external promise or bids;

　　应当事人要求，就当事人对外发布的具有法律约束力或以承担一定义务为内容的文件，包括但不限于公告、公示、声明、广告语、对外承诺、招标文件等，进行法律审查或拟定相关文本。

　　3.7. Deals Introduction

　　In accordance with the request of Client, recruit and introduce any partner or investment for Client, supply any operational project or relevant information;

　　根据当事人的要求，招募并引荐合营或合作伙伴或投资者(以下简称引荐客户)，招募并引荐经营项目或提供相关信息；

　　3.8. Monthly Report

　　Provide legal information pertained to the business of Client. Such kind of report shall be delivered monthly.

　　为当事人经营活动按月提供法律信息。此类报告应当按月提供。

　　4. Litigation or Arbitration Service诉讼和仲裁服务

　　4.1. Guangxian’s service shall exclude litigation or arbitration. Client may consult

　　Guangxian for general analysis of any litigation before brings lawsuit or within three days after receiving a court summons. Guangxian shall supply legal

　　consulting service based hereunder.

　　广贤律师提供的其它法律事务服务不包括诉讼仲裁业务，当事人诉讼业务

　　篇三：英文顾问合同

　　Yr.

　　No.

　　ENGAGEMENT AGREEMENT

　　OF

　　PERMANENT LEGAL COUNSEL

　　ENGAGING PARTY :ENGAGEDPARTY : THE UNIVERSAL LEGAL CORP.

　　Party AEngaging Party:Address: rdTel: Fax:

　　E-Mail:

　　Party B Engaged Party: The Universal Legal Corp.

　　Address:30Fl, The Youdianguangtong Bldg, 11 East Hubin Road, Xiamen, 361004, P.R.C. Tel: 86-592-2680710 Fax: 86-592-2680760

　　E-Mail: [email protected]

　　With the development of its business, Party A would like to invite Party B’s lawyer to assume the post of the former’s permanent Legal Counsel (“PLC”). Party A and Party B have entered into the following agreement (“Agreement”) to be observed by both contractual parties.

　　I. Party B accepts the invitation from Party A and designates Lawyer assumethe post of PLC of Party A. The term of validity of this engagement of PLC will be from

　　Upon request, the PLC shall furnish Party A with services as below:

　　* to attend / participate in / handle lawsuits & actions

　　- to deal with criminal cases, acting as the advocate or the agent / deputy

　　- to deal with civil and commercial cases, acting as the agent / deputy

　　a) cases of labor dispute

　　b) cases of economic dispute

　　c) maritime cases

　　d) other civil cases (matrimonial cases, case of succession, civil debt cases, etc.)

　　* to deal with cases of administrative proceedings / litigation, acting as the agent / deputy

　　- administrative cases of public security

　　- administrative cases of patent, trademark, copy right

　　- administrative cases of taxation

　　- other administrative cases ( industrial & commercial administrative, environmental protection,

　　administrative punishment cases, etc.)

　　* to handle extra-judicial legal affairs

　　- to provide legal consultancy or to give counsel, verbally or in writing

　　- to assume the post of Legal Adviser / Counsel, permanently or case by case

　　- to attend / participate in mediations, conciliations and arbitrations in all kinds of cases, acting as the deputy / agent

　　- to do market research / surveys and to provide credit investigation service

　　- to participate in the feasibility study of projects

　　- to draft / amend / modify / revise or examine / vet legal documents, such as economic contracts, agreements and constitutions, etc..

　　- to take part in negotiations and to issue lawyer’s letters

　　- to witness juristic acts

　　- to go through the legal procedures / formalities of ventures’ establishments, alterations or cancellations / nullifications and other related legal affairs

　　- to participate in liquidation affairs on the ventures’ dissolution or bankruptcy / insolvency

　　- to furnish agency for legal affairs on matters of insurance & taxation

　　- to provide legal service / assistance for bid invitations & tender offers of construction projects - to go through the formalities of Customs declarations or to apply for import /export licenses or

　　to participate in anti-dumping investigations

　　- to handle legal affairs in real estate transactions, including the legal affairs on the grant or transfer of land-use-right

　　- to go through the formalities / procedures in the matters of notarial acts or successions, transfers & trust of properties

　　- to furnish agency for the applications, registrations and filing of industrial property rights

　　- to deal with / handle the legal affairs on international loan / credit arrangements

　　& international contracts of tenancy, including the legal affairs on FX regulation

　　- to act as agent of ventures for their administrative appeals or mediations

　　- to undertake extra-judicial legal affairs authorized / entrusted by lawyers outside the country - to undertake other extra-judicial legal affairs

　　* The PLC is obliged to visit Party A’s office at least once a month. With respect to the

　　above-mentioned services, Party A may contact the PLC from time to time by telephone, fax or e-mail. In case Party A would like to meet with the PLC in person, an appointment should be made 24 hours prior to such meeting and such meeting generally shall be held at Party B’s office;

　　* The total length of working time of the fore-mentioned services (extra-judicial legal affairs only;

　　same hereinafter) shall be not more than hours. During the term of validity of this

　　engagement, any agency / advocacy in lawsuits or arbitrations by the PLC or any over-time service from the PLC should be initiated through Party A’s additional trust formalities to Party B and be charged favorably at 20% discount based on the state regulations governing counsel fee or Party B’s Charging Clauses & payment conditions, whichever is applicable.

　　II.

　　Upon receipt of full cash payment or remittance of the PLC annual fee, Party B shall commence performing its duties & obligations under Article I of this Agreement. In case party A fails to pay or to pay the full amount, Party B is entitled to terminate the Agreement and correspondingly claim damages arising from Party A’s default.

　　The incidental expenses should be paid up together with the PLC annual fee, fromwhich the PLC shall take responsibility for surplus or deficit. The PLC is also entitled to request reimbursement with vouchers/invoices for out-city traveling expenses arising from the PLC’s handling of matters entrusted or engaged by Party A .

　　III. Party A is obliged to offer Party B true statements/descriptions of facts necessary for the PLC to

　　perform its contractual duties & obligations and to provide relevant documents, materials & other essential assistance upon Party B’s request. The legal liabilities incurred from Party A’s misrepresentations, falsifications or other negligent acts shall be undertaken by Party A itself. Party A is also obliged to indemnify Party B for the claims/damages/losses arising from Party A’s fore-mentioned negligent acts. In such a case, Party B is concurrently entitled to terminate the Agreement and the PLC annual fee paid under the Agreement by Party A shall not be reimbursed.

　　IV. The PLC is obliged to perform earnestly its duties & obligations within the scope of Party A’s

　　authorizations and state legal provisions. In case Party B terminates the Agreement without valid causes or Party A’s lawful rights/interests is prejudiced owing to the PLC’s negligent acts, the PLC annual fee shall be reimbursed in full to Party A.

　　V. Any transfer of or modification to the Agreement shall not be permitted without prior mutual written

　　consent between Party A and Party B.

　　VI. In case the term of validity of the engagement of PLC expires, the Agreement shall automatically

　　extend for another one-year term unless a written notification of termination is issued by either party and the PLC annual fee shall thereupon be increased by 5% while other clauses shall remain unchanged, and so on and so forth.

　　VII. The construe, interpretation & jurisdiction of the Agreement is subject to the law of the PRC. Any and

　　all dispute(s) in connection with or arising from the performance of the Agreement shall first be settled amicably through friendly consultations & negotiations between Party A and Party B. If this fails, the said dispute shall then be submitted to the Xiamen Arbitration Commission for a final finding.

　　Party A shall defray Party B a PLC annual fee of and incidental expenses of RMBfor telecommunications, mails, typing/duplicating of documents, city transportation, etc., totally

　　VIII. Other clauses:

　　IX. The Agreement shall be made in two originals and each Party holds one, which becomes effective

　　as from the date of signature.

　　Party A :

　　Date of Signature:

　　Party B : The Universal Legal corp. Account No.: 4100021419224845582 Bank Name:Industrial and Commercial Bank of China, Xiamen Branch, Wucun Sub-BranchBankAddress: 30th Fl.,The Youdianguangtong, Bldg，11East Hubin Road, Xiamen, 361004, P.R. China ： Date of Signatur