servicecontracrt中英文国际劳务合同.doc

SERVICE CONTRACTContract No.:_.Date of Signature:_. Place of Signature:_This Contract is made and entered into through friendly negotiation by and between China_(hereinafter referred to as “Client”), as one party, and_(hereinafter referred to as“Receiver”), as the other party. Authorized representatives of both parties signed the service contract under the following terms and conditions: Article 1 Contents of Service 1.1 Whereas Client desires to obtain the service from Receiver and Receiver has agreed to perform such service. Article 2 Both Parties Responsibility and Liability 2.1 Client shall furnish to Receiver the pertinent data, technical reports, maps and information available to him and shall give to the reasonable assistance necessary for carrying out of his duties. Particularly Client shall nominate a general representative who shall be available at reasonable time. 2.2 Receiver shall furnish a sufficient number of competent personnel to perform its obligation hereunder. All personnel employed by Receiver in carrying out the work shall be exclusively Receivers responsibility, and Receiver shall hold Client harmless from any claims of any kind by Receivers personnel arising out of any acts by Receiver or its personnel in connection with the work performed hereunder. 2.3 Receiver shall search for good supplier and investigate factory for products that Client need. Meanwhile Receiver shall negotiate a reasonable price and provide latest product price dynamics regularly for Client, and control the payment. 2.4 Receiver shall inspect and control the quality of product. Receiver also should on behalf of clients for the transit warehouse and storage work of the products, and for the products processing, import and export procedures.2.5 Receiver shall develop and design products for Client, understand and finishing the latest product information. 2.6 Receiver shall provide Client all the service reports and relevant documentation within the Scope of Services and within the Time Schedule for the Services. Article 3 Price and Payment Terms 3.1 Client agrees to pay the amount of service fees for the fixed term of service to Receiver. 3.2 The total contract price will include all the service and technology provided by Receiver. The total contract price shall be firm and fixed and shall not fluctuate with any inflation.The total contract price shall include all charges and expenses incurred by Receiver in performing his obligations both in Clients country and in the Peoples Republic of China and includes the expenses incurred in sending the Technical Documentation to Clients office by all kinds of forms. In the event of force majeure as defined in the Contract, the total Contract price shall be readjusted through friendly negotiations between the parties. If Client requires services not contemplated in the Scope of Services the parties shall friendly discuss an amendment to the total Contract price. Any such amendment shall be in writing countersigned by both parties. This document shall then form integral part of the Contract. 3.3 The service fee is US*8 per month, and Client should pay to Receivers bank before the 10th of each month.BENEFICIARY NAME： BENEFICIARY ACCOUNT NUMBER: BENEFICIARY BANK NAME： BENEFICIARY BANK ADDRESS： SWIFT ADDRESS：Article 4 Confidentiality4.1 All data assembled, developed, compiled, reproduced, studied, and prepared in connection with the work done hereunder and furnished to Receiver by Client shall be considered confidential and shall not be divulged to any person, firm or corporation other than Client or its designated representatives. This Clause shall remain binding on Receiver notwithstanding the termination of the Contract for any reason. 4.2 Within the validity period of Contract, both parties shall take proper measures to keep the materials or information strictly confidential. The other party shall not disclose or divulge to any third party without prior written consent of one party. 4.3 Either party shall be obliged to keep confidential any secret information of the other party which either party and its personnel may obtain or be accessible to in the course of the performance of Contract. Either party shall not make use of or disclose such secret information obtained from the other party without prior written permission issued by the other party. Article 5 Taxes and Duties 5.1 All taxes and duties in connection with and in the execution of Contract levied by the Chinese government on Client in accordance with the tax laws of PRC shall be borne by Client. 5.2 All taxes and duties levied by the Chinese government on Receiver, in connection with and in the execution of Contract, according to Chinese tax laws and the agreement between the government of PRC and the government of Clients country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Receiver. 5.3 All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by ReceiverArticle 6 Warranty 6.1 Receiver warrants that he has the experience and capability to efficiently and expeditiously perform the services in a satisfactory manner and that the services performed by him under this Contract shall be performed by competent personnel in accordance with accepted standards. 6.2 In the event of a failure of Receiver to provide to Client satisfactory services within the scope of work described in Contract at any time for any reason within the control of the Receiver, Client may notify Receiver of such dissatisfaction. Receiver shall be afforded a period of five (5) days to correct or remedy the matter. Should Receiver within the time afforded by Client fail to correct or remedy the matter to the satisfaction of Client, all charges shall cease forthwith until such time as Receiver is able to provide satisfactory services in accordance with the Scope of work described in Contract. 6.3 Receiver guarantees to Client that he shall, after receipt of notice from Client, promptly correct at no cost any errors in the services arising out of the negligent performance thereof. Article 7 Ownership of Service Reports 7.1 Final version of the service report submitted to Client and all relevant data such as maps, plans and supporting material compiled in performing the Scope of Services, shall be the property of Client. Such materials shall be sorted and indexed by Receiver prior to transmission to Client. 7.2 Receiver shall be permitted to retain copies thereof, provided however that such materials, including the material furnished by Client as stated in Article 4 of this Contract, shall not be used by Receiver for purposes not related with this service without the prior written approval of Client. Article 8 Assignment 8.1 Neither Client nor Receiver shall assign or sublet their rights or obligations hereunder without the prior written consent of the other party. Article 9 Termination 9.1 Either party may, without prejudice to any other remedy, terminate Contract in whole or in part by a written notice send to the other party, if the other party: A. fails to perform its confidentiality obligation under Contract; B. fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of five (5) days upon receipt of the written notice or a period agreed upon between the parties; C. becomes bankrupt or insolvent; D.Affected by any event of Force Majeure for more than thirty (30 ) days. Article 10 Force Majeure 10.1 Should either party be prevented from performing any of its obligations under Contract due to event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of its occurrence by fax and send by registered airmail a certificate issued by the competent authorities or agency within fourteen (14) days following its occurrence. 10.2 The affected party shall not be liable for any delay or failure in performing any or all of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure without delay. 10.3 Both parties shall proceed with their obligations immediately after the cease of the event of Force Majeure or removal of the effects. The validity period of Contract shall be extended correspondingly. Article 11 Arbitration 11.1 Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission，Shenzhen Commission for arbitration in accordance with the Commissions arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of P.R.C. 11.2 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed. Article 12 Language and Standards12.1 Correspondance except this Contract between Client and Receiver, data and documents made available by Receiver to Client and the service reports and drawings prepared by Receiver shall be in the English language. Article 13 Governing Law 13.1 The construction, validity and performance of this Contract shall be governed by the laws of the Peoples Republic of China. Chapter 14 Effectiveness of the Contract and Miscellaneous 14.1 Both parties shall make effort to obtain the approval from the respective authorities, if necessary, within thirty (30) days after Contract is signed by the authorized representatives of the two parties. Either Party shall notify in writing the other party of the approval date. The later date of approval shall be taken as the Date of Effectiveness of Contract. 14.2 Contract shall be valid and remain in force for one (1) years from the Date of Effectiveness. 14.3 The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract. 14.4 All amendments, supplements, subtractions, or alterations to Contract shall be made in written form and become valid upon the signature of the authorized representatives of both parties. The valid amendments, supplements, subtractions, or alterations shall from an integral part of Contract, and shall have the same legal force as the text of Contract. 14.5 All communications between the parties shall be in English in written form during implementation of Contract. Faxes concerning important matters shall be confirmed timely by registered or express mails. 14.6 The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four (4) originals, two (2) for the Client and two (2) for the Receiver.Client :_. Address :_.Post Code :_.Telephone :_. Fax :_. Authorized Representative signature :_. Signing Date :_.Receiver:_.Address:_. Post Code:_.Telephone :_. Fax :_. Authorized Representative signature :_. Signing Date :_.国际服务合同合 同 号：_ 签订日期：_ 签订地点：_ 通过友好协商，中国_公司（以下简称“委托方”）为一方，_国_ 公司（以下简称为“服务方”）为另一方，授权双方代表按下列条款签订本合同。第1条 合同内容 1.1 委托方希望获得服务方提供以下服务，而服务方愿意提供此项服务。第2条 双方的责任和义务 2.1 委托方应向服务方提供有关的资料、技术报告、图纸和可能得到的信息并给予服务方开展工作提供全力的协助与支持，特别是委托方应在适当时候指定一名总代表以便能随时予以联系。 2.2 服务方应提供足够数量的称职的人员来履行本合同规定的义务。服务方应对其所雇的履行合同的人员负完全责任并使委托方免受其人员因执行合同任务所引起的一切损害。 2.3 服务方应代委托方寻找良好合理的供应商，考查工厂。并代委托方洽谈合理的价格，定时提供产品最新的价格动态，协助委托方控制货款。 2.4 服务方代委托方检验和控制产品质量，办理产品中转仓库和仓储工作，对产品进行再加工，并办理进出口手续。 2.5 服务方应代委托方开发和设计产品，了解并整理行业中最新信息。 2.6 服务方应根据服务的内容和进度安排，按时提交服务报告及有关图纸资料。第3条 价格与支付 3.1 在服务期内，委托方愿意支付一定数额的服务费给服务方。 3.2 本合同总价包括服务方所提供的所有服务和技术费用，为固定不变价格，且不随通货膨胀的影响而波动。合同总价包括服务方在其本国和委托方国家因履行本合同义务所发生的一切费用支出和以各种方式寄送技术资料到委托方办公室所发生的费用。如发生本合同规定的不可抗力，合同总价可经双方友好协商予以调整。如果委托方所要求的服务超出了本合同规定的范围，双方应协商修改本合同总价，任何修改均需双方书面签署，并构成本合同不可分割的部分。 3.3 服务费每月*美元（大写*整），委托方应于每月10日前支付此金额到服务方账户上。开户名称：收款账号：收款行名称：收款行地址： SWIFT ADDRESS：第四条 保 密 4.1 由委托方收集的、开发的、整理的、复制的、研究的和准备的与本合同项下工作有关的所有资料在提供给服务方时，均被视为保密的，不得泄漏给除委托方或其指定的代表之外的任何人、企业或公司，不管本合同因何种原因终止，本条款一直约束服务方。 4.2 合同有效期内，双方应采取适当措施对本合同项下的任何资料或信息予以严格保密，未经一方的书面同意，另一方不得泄露给任何第三方。 4.3 一方和其技术人员在履行合同过程中所获得或接触到的任何保密信息，另一方有义务予以保密，未经其书面同意，任何一方不得使用或泄露从他方获得的上述保密信息。第五条 税 费 5.1 中华人民共和国政府根据其税法对委托方征收的与执行本合同或与本合同有关的一切税费均由委托方负担。 5.2 中华人民共和国政府根据中国税法和中华人民共和国政府与服务方国家政府签订的避免双重征税和防止偷逃所得税的协定而向服务方课征的各项税费均由服务方支付。 5.3 中华人民共和国以外所发生的与本合同有关和履行本合同的各项税费均由服务方承担。 第6条 保证 6.1 服务方保证其经验和能力能以令人满意的方式富有效率且迅速地开展服务，其合同项下的服务由胜任的人员依据双方接受的标准完成。 6.2 如果服务方在其控制的范围内在任何时候、以任何原因向委托方提供本合同中的工作范围内的服务不能令人满意，委托方可将不满意之处通知咨询方，并给服务方5天的期限改正或弥补，如咨询方在委托方所给的期限内不能改正或弥补，所有费用立即停止支付直到服务方能按照本合同的规定提供令人满意的服务为止。 6.3 服务方的保证义务在本服务经