Consultation service contract template

[Contract Model] This contract is effective on X XX of XXXX. The contract is the agreement between XYZ Company and ABC Company regarding Party B's provision of specific services to Party A. The agreement between the two parties is as follows:

First, the service content

1. Party B agrees to provide Party A with the services of XXXXXXXXXXXXXX listed in Attachment A of this contract as part of this contract. Subsidiary Archive A stipulates the content of the service, the time limit, and the criteria for measuring the results. The main contents include:

" AAA

" BBB

" CCC

" DDD

" EEE

Both parties shall sign and seal the attached file A, and the subsidiary file A is an integral part of this contract and has the same legal effect as this contract.

2. If Party B makes any mistakes or omissions due to its own fault at work, Party B shall unconditionally correct it without additional charges, and shall be liable for the losses caused to Party A. The compensation shall be as stated in Attached File A. The service fee corresponding to the content of this service is limited. If the work is delayed due to Party A's reasons, Party A will bear the corresponding losses.

Second, acceptance

1. After completing the phased work, Party B will deliver the work results to Party A. The results are submitted in written form and in a valid electronic file, in which the number of written documents is two. Party A shall not be liable for any costs incurred as a result of the submission of results.

2. If one party disagrees with the outcome of a phased work, it must submit it in writing to the other party within XX business days from the date of delivery of the work. Both parties shall agree and confirm whether the work result meets the agreed working standards within XX working days from the date of submission of the written objection. Matters agreed upon by both parties and confirmed the results of the work shall not be unreasonably delayed.

3. If the agreed work standard is confirmed by the written approval of both parties, Party B will send Party A the expense bill for this stage; if the agreed work standard is not met, Party A has the right to temporarily suspend the agreed service fee for that part. Party B shall take necessary remedial measures.

Third, the payment of service fees

1. The total amount of the service fee is RMB. Party A shall pay Party B X% of the total service fee within XX working days from the date of signing the agreement/contract, ie RMBXXXXXXX as the advance payment. Party B agrees to start the project after the parties sign the contract, and the prepayment will be deducted from the total service fee.

This fee structure is limited to the work listed in the attached file A. If Party A requests to expand the scope of the project, or because Party A changes the content of the agreed project, Party B needs to repeat the project steps, Party B will need to re-evaluate the above fee structure.

2. Party A agrees that the project service fee other than the advance payment will be paid in stages. At the end of each stage, Party A will receive the acceptance report signed by both parties and the expense bill and formal and valid tax invoice issued by Party B, and shall pay Party B the agreed fee within XX days thereafter. . Both parties agree to pay in the form of RMB.

3. The proportion and timing of the phase payment are as follows:

Project phase payment proportion payment time

After the payment of the prepayment agreement

After the end of the first phase XXXX

After the second phase XXX ends

After the third stage project results report

4. Party A shall notify Party B in writing of any invoices in advance of receipt of the invoice, so that Party B can promptly explain or solve the problem so that Party A can pay on time.

5. Party B will bear the reasonable travel expenses within the scope of project implementation.

6. Party B agrees to exempt the project from miscellaneous fees.

Fourth, service changes

Party A may request changes or increase the services provided in writing X working days in advance. Such changes shall ultimately be mutually agreed by the parties, including any fee adjustments related to such changes.

Five, the contract is lifted

Situation 1: Default

The parties agree that either party shall not arbitrarily terminate the contract unless either party has the following material breach of contract. The defaulting party shall pay 5% of the total amount of the contract to the other party as liquidated damages.

1) Party A fails to pay the service fee in time as agreed, and will not pay after Party B's written conviction;

2) Party B fails to provide services according to the agreed standards, and Party A cannot provide reasonable remedies after Party B has submitted it in writing.

After the contract is terminated, Party A shall settle the expenses corresponding to the qualified work results delivered by Party B to Party B according to the date of the contract cancellation according to the subsidiary file A.

Case 2: XXX project failed

If the project of Party A and Party A fails during the term of this contract, both parties agree to terminate this contract by the following steps.

1) Party A shall notify Party B in writing within 5 days from the date of the formal announcement of the failure of the project.

2) After the contract is terminated, Party A shall settle the fee corresponding to the amount of work completed by Party B to Party B according to the date of the contract cancellation according to the subsidiary file A.

6. Delay caused by force majeure

In the event of delay in performance due to force majeure, neither party shall be deemed to be in breach of this contract, and neither party shall be liable for damage caused thereby, as long as the party is striving to eliminate the cause of the delay and do its best. Eliminate the damage caused by force majeure, and notify the other party of the facts of force majeure and possible damage within two days after the occurrence of force majeure.

Force majeure refers to all events that occur after the effective date of this contract and obstruct any party from performing or partially performing this contract, and such incidents are beyond the control of the parties, cannot be avoided or cannot be overcome and cannot be anticipated at the time of signing the contract. The above events include earthquakes, typhoons, floods, wars, international or domestic traffic disruptions, government agency actions, strikes or labor disputes, facility fires or other losses, supplier or other defaults, computer failures, telephone systems or other utilities. Interrupts, device failures, Internet service providers, and similar events. These events constitute force majeure only if the parties are unable to control, cannot avoid or cannot overcome, and of course constitute force majeure.

During the period of delay in performance, the party facing the force majeure shall implement a reasonable alternative, computer system disaster recovery, source substitution or other commercially reasonable means to facilitate the performance of its obligations under this contract until the delay is eliminated.

VII. Ownership of work results

"Work Achievements" is defined as the work of Party B that is specially customized, created, developed and produced for Party A only, and does not include works or materials derived from Party B's standard materials. The results of the work are fully owned, used and controlled by Party A. Party B shall unconditionally and irrevocably transfer to Party A all rights, title and interest in any work, including but not limited to all copyrights and other intellectual property rights therein.

In addition to the work results, all materials provided by Party B to Party A during the term of this contract, including any software developed by Party B, Party B's standard materials, Party B project proposals and their derivative works, and related materials, will still belong to Party B's property. . Party A agrees not to delete any copyright notices on these materials, and, for the purposes of this contract, is not used for other purposes including, but not limited to, the disclosure of Party B's materials to third parties.

Eight, confidentiality clause

For the purposes of this contract, "confidential information" includes:

1. The terms of this contract;

2. Results of work;

3. Party B materials;

4. All materials related to Party A's trade secrets provided by Party A to Party B for this contract;

5. A verbal and written information that is specifically designated as confidential by one party prior to the other party’s contact;

6. The Recipient shall be deemed to be confidential and oral and written, regardless of whether such information is designated as confidential.

7. Without the permission of Party A, Party B has no right to unilaterally disclose the cooperation content to the media.

The parties to the contract will use reasonable efforts to motivate their respective agents, employees and representatives to minimize the dissemination and duplication of confidential information to the other party and to prevent unauthorized disclosure. The parties to the contract agree that only those agents, employees and representatives who are aware of the other party's confidential information will receive such confidential information. No party may disclose the confidential information of the other party to a third party without the prior written consent of the other party.

In addition to the confidential information except items 4, 5, and 6 above, Party B may keep one copy for archival purposes only.

Confidential information does not include any of the following:

"It is not the information that is generally available or known to the public because of the fault of the recipient;

" Information that has been known or available to the recipient prior to disclosure by the other party;

"Information that the third party who disclosed the information did not undertake any confidentiality obligation subsequently disclosed to the recipient;

"Information required by law to be disclosed as part of a judicial program, government investigation, legal program or other similar program

" Information that has been or has been independently obtained or developed by the recipient in the absence of any breach of confidentiality or other obligations with the information disclosure party.

If a party is required to disclose the other party's confidential information as part of a judicial program, government investigation, legal program or other similar program, the party will notify the other party in writing of the request in advance. The party will make reasonable efforts to issue the notice in sufficient time to enable the other party to seek appropriate confidentiality contracts, protection orders or changes to any disclosure, and the disclosing party will cooperate in this regard.

IX. Contract transfer

If Party A Co., Ltd. has a merger in the future, all rights and obligations under this contract will be transferred to the newly established legal person company.

Except as stated above, neither party may assign its rights or obligations under this contract without the prior written consent of the other party.

X. Notice

Any notice required under this contract shall be deemed to be fulfilling the notification obligation by postal mailing at the following address:

"To Party A:

XYZ Co., Ltd.

Address one:

Recipient:

Postal code:

Address two:

Recipient:

Postal code:

"To Party B:

address:

Recipient:

Postal code:

XI, the two sides guarantee

1. Party B guarantee

1) It has the right, experience, skill to sign and fully perform this contract, and grant the rights granted under this contract;

2) It will comply with all applicable Chinese laws and regulations in the performance of the Services;

3) There is no promise or contract that Party B has as a party and has not fulfilled its obligations, or there is no legal obstacle to it, and there is a conflict with this contract, or it is limited, bound or damaged to this party. s right;

4) Party B shall ensure that 80% of the work is completed by the project team members described in the attached file.

5) It will provide services in accordance with Sub-File A.

2. Party A guarantees

Party A will submit to Party B all the information it has and that Party B needs to perform the services within the scope of this contract. Party A shall be responsible for the accuracy of all information submitted to Party B. Party A agrees to notify Party B of any problems or errors in the submitted information as soon as possible.

Due to Party A’s reasons for the additional costs that Party B may have to correct the information or information provided, the parties agree to negotiate a reassessment fee.

XII. Responsibilities involving third parties

In any of the following circumstances, Party A shall compensate Party B for all claims, claims, litigation, damages, losses, liabilities and expenses of any nature proposed by a third party, and shall be exempted from liability; Party B shall compensate Party A for all claims, claims, litigation, damages, losses, liabilities and expenses of any nature resulting from the following acts:

1. Violation of the terms of this contract;

2. Any material provided or used by Party B in the performance of this contract infringes any patent, copyright, trademark or other proprietary rights;

3. Serious negligence or improper intentional misconduct.

XIII. Arbitration clause

The parties agree that in addition to resorting to the court for the purpose of guaranteeing the enforcement of the confidentiality clause of this contract, both parties agree that all other disputes arising out of the termination or execution of this contract shall first seek to resolve the dispute through friendly negotiation; if the negotiation fails, either party may The dispute shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration in accordance with the laws and regulations of the People's Republic of China and the arbitration rules currently in force at the time of filing.

XIV. Other regulations

1. The headings used in this contract are for convenience only and do not affect the interpretation of this contract.

2. This contract is signed only for the benefit of Party A and Party B. Under no circumstances will any third party rights or obligations be created by this contract.

3. This contract is signed in four in Chinese and each party holds two copies, which are equally effective.

4. Nothing in this Agreement shall be construed or construed as establishing a joint venture or partnership between the parties for any purpose. For all purposes, Party B’s personnel are still employees of Party B.

5. The parties expressly understand and agree that the provisions of this contract regarding intellectual property rights, confidentiality, third party liability, arbitration agreement, etc., shall continue to be valid after the termination of this contract.

6. If any provision of this Agreement or any part thereof is declared invalid, the remaining provisions shall remain in full force and effect.

7. The words, data and graphics formed by the terms of this Agreement, Subsidiary File A and the project letter of intent signed by the parties in a non-printing manner have no legal effect.

8. This contract will be interpreted and enforced in accordance with the laws and judicial decisions of the People's Republic of China.

9. This contract constitutes the complete contract between the parties with respect to the subject matter of this contract and supersedes the previous incision or written negotiation and contract between the parties regarding the subject matter of the contract.

Signing page

Both parties signed this contract on the following date to prove it.

Representative: Representative:

XYZ company ABC company

Date: Date of the month of 2002: Date of the month of 2002