Consulting-Agreement-顾问协议书-英文版

1、APPENDIX ECONSULTING AGREEMENTTHIS CONSULTINGAGREEMENTtheAgreement)is made anden tered into this day of ,200_ (the EffectiveDate) by andbetwee n XYZ Corporati on,a corporatio n duly orga ni zed un der law and hav ing an usual place ofbus in ess at (here in after referred to asthe “ Company) andof (h

2、ere in after referred to as the Con sulta nt).WHEREAS,the Company wishes to engage the Consultant toprovide the servicesdescribedhere inand Con sulta ntagrees toprovide the servicesfor the compe nsati onand otherwiseinaccorda nee withthe terms and con diti onscontained in thisAgreeme nt,NOWTHEREFORE

3、jn con sideratio nof the foregoi ng, and forother good and valuable con siderati on, the receipt and sufficie ncy of which are hereby ack no wledged, accepted and agreed to, theCompany and the Consultant,intending to be legally bound, agreeto the terms set forth below.1. TERM. Commencing as of the E

4、ffective Date, and continuingfor a period of (_) years (the “ Term” ),uni ess earlierterminatedpursuant to Article 4 hereof, the Consultantagreesthat he/she will serve as a consultantto the Company.ThisAgreement may be renewed or extended for any period as may be agreed by the parties.2. DUTIES AND

5、SERVICES.(a) Con sulta nts duties and resp on sibilities shall be(collectively, the(b) Con sulta nt agrees thatduring the Term he/she willdevote up to(_)days per month to his/herDuties.TheDuties ” or“Services ” ).Company willperiodically provide the Consultant with a scheduleof the requested hours,

6、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 thi

7、s Agreement, or which will interfere with the performance of his/her Duties. Consultant represents 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 pe

8、rformed 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) Subj

9、ect to the provisi ons hereof, the Compa ny shall payCon sulta nt a con sult ing fee of($) Dollarsfor each hour of Services provided to the Compa ny (the Con sult ing Fee). The Consultantshall submit monthly, on the Company sstandardreportingform, a listingof his/her hours, the Dutiesperformed and a

10、 summary of his/her activities. The Consulting Fee shall be paid within fifteen (15) days of the Company s receiptof the report and inv oice.(b) Consultantshall be entitledto prompt reimbursementfor all pre-approved expe nses in curredin the performa neeofhis/her Duties, upon submissi on and approva

11、l of writte n stateme nts and receipts in accorda nee with the the n regular procedures of the Compa ny.(c) The Con sulta ntagrees that all Services will beren dered by him/her as an in depe ndent con tractorand that thisAgreeme nt does not create an employer-employeerelati on shipbetwee n the Con s

12、ulta nt and the Compa ny. The Con sulta nt shall haveno 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 Consultin

13、gFee 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/herDuties, becomes physicallyor mentallyunable to perform his/herDuties,or is terminatedfo

14、r cause, then,in each instance,theConsulting Fee shall cease and terminateas of such date. AnyterminationFor Cause” shallbe made in good faithby theCompany s Board of Directors.without cause by(b) This Agreement may be terminated(30) days prior writteneither party upon not less than thirty notice by

15、 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 Comp

16、any s request, the Consultant shall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof.5.RESTRICTEDACTIVITIES.During the Term and for a periodofone (1) year thereafter, indirectly:Consultant willnot, directlyor(i)solicitor requestany employee o

17、f orconsultantto the Company to leavethe employ ofor ceaseconsulting for the Company;(ii) solicitor requestany employee of orconsultantor beginto the Company to join the employ of,or entity thatconsulting for, any individual researches, develops, markets or sells products thatcompete with those of t

18、he Compa ny;(iii) solicit or request any in dividual or en tity that researches, develops, markets or sells products that compete with those of the Compa ny, to employ or reta inas a consultantany employee or consultantof theCompa ny; or(iv) in duce or attempt to in duce any supplier or ven dorof th

19、e Compa ny to term in ateor breach any writte n ororal agreeme nt or un dersta nding with the Compa ny.6. PROPRIETAR Y RIGHTS.(a) Defin也ons.For the purposes of this Article6, theterms set forth below shall have the follow ing meanin gs:(i) Concept and Ideas. Those concepts and ideasdisclosed by the

20、Company to Consultantor which are firstdeveloped by Con sulta nt duri ng the course of the performa neeof Serviceshereunderand which relate to the Companyprese nt,past or prospectivebus in ess activities, services,and products, all ofwhich shall rema in thesole andexclusive property of the Compa ny.

21、 The Con sulta nt shall have no publicationrights and all of the same shall belongexclusively to the Compa ny.(ii) Con fide ntial In formatio n. For the purposes of thisAgreeme nt,Con fide ntialIn formatio nshallmea nandcollectivelyin clude:allin formatio nrelati ngto thebus in ess,pla ns an d/or te

22、ch no logy of the Compa ny in clud ing,but not limited to technical information including inventions, methods, pla ns,processes,specificati ons,characteristics,assays, raw data,scientificpreclinicalor clinical data,records, databases,formulati ons,cli nical protocols,equipment design,know-how, exper

23、ienee,and trade secrets;developme ntal,market ing,sales, customer, supplier,con sult ingrelati on shipin formatio n, operat ing, performa nee,and cost in formati on; computer program ming tech niq ues whether in tan gible or intan gible form, and all record beari ng media containing or disclosing th

24、e 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 “Confidenti

25、al 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 t

26、o 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

27、 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)Non-Disclosure to Third Parties. Except as required byConsultants Duties, Consultant shall not, at any time now or inthe future, directly or

28、in directly,use, publish,dissem in ateorotherwise discloseanyCon fide ntial In formati on, Con cepts,orIdeas to any third party without the prior written consent of theCompany which consent may be denied in each instanee and all of the same, together with publicati on rights, shallbel ongexclusively

29、 to the Compa ny.(c)Docume nts,etc.Alldocume nts,diskettes,tapes,proceduralmanu als,guides,specificati ons,pla ns,draw in gs,desig nsand similarmaterials,listsofprese nt,past orprospectivecustomers,customerproposals,in vitati onsto submitproposals,price listsand datarelat ingtothe pric ingof theComp

30、a ny products andservices,records,notebooks andall othermaterials containing Con fide ntial In formatio n or in formatio n aboutCon cepts or Ideas (in clud ing all copies and reproducti ons thereof),that come intoConsultantspossession or control by reason ofCon sulta nts performa nee of the relati o

31、n ship, whether prepared byConsultantor others: (a) are the property of the Company, (b) will not be used by Con sulta nt in any way other tha n in conn ecti onwith the performance of his/her Duties, (c) will not be providedor show n to any third party by Con sulta nt, (d) will not be removedfrom th

32、e Companys or Consultant s premises (except asCon sulta ntsDutiesrequire),and (e) at the term in atio n(forwhateverreas on),ofCon sulta ntsrelatio nshipwith theCompa ny,will beleftwith,or forthwithreturned byCon sulta ntto theCompa ny.(d) Patents, etc. The Consultantagrees that the Companyis and sha

33、ll rema in the exclusiveowner of the Con fide ntialInformation and Concepts and Ideas. Any interest in patents, pate nt applicati ons, inven ti ons, tech no logical inno vati ons, trade n ames, trademarks, service marks, copyrights, copyrightable works, developme nts, discoveries, desig ns, processe

34、s, formulas, kno w-how, data and analysis,whether registrable or not (Developments),which Consultant, as a result of rendering Services to the Company under this Agreement, may conceiveor develop, shall:(i)forthwith be brought to the atte nti on of the Compa ny by Con sulta nt and (ii) belong exclus

35、ively to the Company.No licenseorconv eya nce of any such rights to the Con sulta ntis gran ted or implied un der this Agreeme nt.(e) Assignment. The Consultant hereby assigns and, to the extent any such assignment cannot be made at present, hereby agrees to assig n to the Compa ny, without further

36、compe nsati on, all of his/her right, title and interest in and to all Concepts, Ideas, and Developments. The Consultantwill execute alldocuments andperform all lawful acts which the Company considers necessary or advisable to secure its rightshereunder and to carry out theintent of this Agreeme nt.

37、7. EQUITABLE RELIEF.Con sulta ntagrees that any breach ofArticles 5 and 6 above by him/her would cause irreparable damageto the Compa ny and that, i n the eve nt of such breach, the Compa nyshall have, in addition to any and all remedies of law, the rightto an injunction,specific performanee or othe

38、r equitable reliefto prevent the violation or threatened violation of Consultants obligati ons here un der.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 her

39、eof. 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 unenfo

40、rceability 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 prov

41、ision 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 sha

42、ll 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

43、. 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 Consultants heirs and legal representatives in the event of his/her death or disab

44、ility.11. HEADINGS.Headings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement.12. AMENDMENTS.This Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by all parties hereto. Any amendment, consent, decision, waiver or other action to be made, taken or given by the Company with