咨询协议(英文模板)

consultancy agreementbetween party a and party b,.this agreement is made by and between:party a , a company existing under the laws of people s republic of china, having its registered office in xxxxxxx;.(hereafter referred to aspa“rtya”)andparty b, xxxxxxxxxx(hereafter referred to as party “b”)project: projects signed with *. (hereinafterrefered 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:aritcle1appointmentofconsultantandscopeof cooperation1.1 party ahereby appoints party b as itsconsultants forthe projects inxxxx (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 shall not provide third parties of a competitive nature the same service as provided to party a, forthe same project throughout the effective term of this agreement.1.3 theservicecontemplatedunderthisagreementshallberestrictedin xxxx(country).article 2subject matter of the agreement2.1the parties shall cooperate witheach other inaccordance withobligations and conditions contained herein the agreement.article 3obligation of party b3.1 partybisobligatedtoshowitscapacitybyprovidingalltheessential information, advice, consultation and other services requestedby partya, in view of obtaining the project contracts signed between partya and the clientand so as to secure the good execution of the contracts bycoordination and solving the problems occurred between party a and the client.partyb willact as a consultant of partyain xxxx(country)to promote party as 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 willagree on a listof targets whichwillconstitute the initialbasis of party b s work.3.2 upon the request of party a whenever necessary, party b should also: provide assistance to partyas work in the client s country.supply to party awithdata concerning the market and other informationincluding informationon laws, payments, taxation and other standards in force in the client s country which could be necessary.take 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 ofthe project contract.article 4confidentiality,.4.1the parties shall keep allinformationobtained in relationtothisagreementconfidential and shall not therefore divulge it to any third parties.4.2any exception to the above must be agreed to in writing by the parties.article 5remuneration5.1party a shallpay to party b such remuneration as party b shall be entitled to inaccordance with the terms of this agreement.5.2the parties agree that remuneration shall be paid to partyb according to thepercentage and the contract amount shown in the table below when the contract amount isequal to the bidding price:when the contract amount is lower than the bidding price, the percentageshown in the table above shall be reduced accordingly upon the partiesfriendly discussion.5.3 payments shall be madeinto party b s bank account specified by partywbriting, and shall be in the same currency (usd) as that of the project contract.5.4 in consideration of the fact that party ashall be paid in accordance withthe payment schedule of the project contract, payments in favor of party b shall be madecorrespondenetly, and shall be madeafter party a the client.article 6validity and termeffecstive receipt of each payment from6.1 this agreement shall come into force on the date of signature and shall remain valid for 1 year. this agreement shall remain valid until the end of the project if the project is under implemention when this agreement expires.6.2 in the event that the client unilateraly rescinds the project contract for any reason 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 equivalent 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 thecertificatethat proves howthe execution ofthe 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, whichmakes itimpossible for a party to perform itsobligation under the contract, including but not limited to: natural calamities; and/or, any change of foreignexchange controlpolicy;and /or, any publicationofnew lawsor regulations as wellas the introductionofgovernmental measuresor the practicingof administrative acts which may be likely to affect the performance of this agreement.7.3 in case of the force 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 8language8.1all documents, communications or notifications referred to the present agreement, or which may be required under the terms of this agreement, shall be in englisharticle 9governing 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 the 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 settledthrough friendly negotiation by both parties. in case both parties reach no settlement to disputes through amicable negotiation, 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 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 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 10entire agreementthe agreement and itsannexures 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 11no waiverthe failure of eith