Special legal service contract for company operation

Contract number: _________

Party A: _________

Legal address: _________

Legal representative: _________

Position: _________

Attorney: _________

identification number:_________

mailing address:_________

Postal code: _________

Contact: _________

phone:_________

Electric hanging: _________

fax:_________

account number:_________

email:_________

Party B: _________

Legal address: _________

Legal representative: _________

Position: _________

mailing address:_________

Postal code: _________

Contact: _________

phone:_________

Electric hanging: _________

fax:_________

account number:_________

email:_________

In view of the fact that Party B is a law firm approved by the Ministry of Justice of the People's Republic of China, it has the qualifications and ability to provide legal services to the society; Party A needs professional legal services for matters such as investment establishment, operation and management, and special entrusting Party B to provide it. Party B expresses its consent in accordance with the "Contract Law of the People's Republic of China", the Law of the People's Republic of China on Law and the relevant laws, and on the principle of voluntariness, equality, mutual benefit, honesty and credibility, The terms of the contract are to be shared and fulfilled:

I. Staff assignment

Party B accepts the entrustment of Party A and assigns lawyers such as _________, ______, _________ to form a legal service team to handle Party A's corporate legal affairs.

This contract shall become effective on the date of signature by both parties and shall lapse on its own date. If the time of the entrusted item exceeds the estimated time, Party A and Party B shall sign the compensation clause separately and may extend the employment period.

Second, the scope of work

The contents of the work of Party B’s lawyers are as follows:

1. The company establishes legal services

Provide legal advice and program design related to the company's investment form and investment feasibility;

Provide plan for the ownership structure of the planning company and group company;

Drafting, reviewing, and modifying various legal files such as the company's articles of association and shareholder agreements during the establishment of the company;

Provide relevant legal and policy information established by the company's investment and issue written legal opinions;

Analysis of the legal risks in the process of investing in the establishment of the company and how to avoid legal risks;

Provide professional legal advice on relevant legal issues concerning intellectual property rights, trade secrets and other high-tech investments in investment establishment;

Conduct relevant business investigations required to invest in setting up a company;

Assist in the registration of company registration procedures;

Assist in investing in other legal matters in the establishment of the company.

2. Legal management services of the company:

Provide the company with corporate governance structure, Dong, the board of supervisors and management to set up relevant legal advice and program design;

Provide the company with the design of the management shareholding and other option award plans and the drafting of legal files;

Provide advice or advice to the contract and/or agreement between the company and the other party;

Establish and improve the contract model for long-term use for the company;

Review and modify legal documents such as contracts, agreements, and articles of association for the company;

Internal rules and regulations for the company to review and modify employee manuals;

Assist the company in dealing with matters related to the employee's labor relationship;

Participate in business negotiations between the company and others;

When the company has a dispute with the other party, it assists the company in diplomatic negotiations and negotiations in a non-litigation manner;

Provide and explain to the company the laws, regulations and administrative regulations and policies related to the daily business of the company;

Provide legal information related to the company's business activities;

Issue legal advice on major business activities to be carried out by the company;

Issue a lawyer's letter at the request of the company;

Authorized by the company to issue a lawyer's statement;

Special training on legal knowledge of company personnel at the request of the company;

Acting for various types of litigation, arbitration, and administrative reconsideration cases;

Lawyers witnessing the event of signing foreign major archives for the company;

Other commissions.

3. Special legal services for company equity transfer and asset restructuring

Provide relevant legal and policy information on company share transfer and asset restructuring, and related dispute cases;

Provide legal advice on share transfer and asset restructuring, and provide written legal advice;

Analyze the legal risks in the process of equity transfer and asset restructuring, and how to avoid legal risks;

Conduct relevant business investigations required for equity transfer and asset restructuring;

Drafting, reviewing, and modifying various legal files in the process of equity transfer and asset restructuring;

Assist in handling various procedures for company equity transfer and asset restructuring;

Assist in handling other legal matters related to company equity transfer and asset restructuring.

4. Special legal services for corporate restructuring

Provide legal and policy information related to the company's restructuring, and issue written legal advice;

Assist in the formulation of specific implementation plans for company restructuring;

Drafting, reviewing and modifying the various legal files required for the company's restructuring;

Assist in handling various approval registration procedures for company restructuring;

Assist in handling other legal matters in the company restructuring.

5, the company's foreign investment legal services

Recommend for the company's foreign investment projects;

Participate in various types of company restructuring and shareholding system transformation, including the provision of conversion procedures, legal file drafting, and related procedures;

Participate in mergers and acquisitions and asset restructuring, including participation in negotiations and drafting of relevant legal files;

Participate in the company's equity transfer and transfer, including participation in negotiations, drafting the relevant legal documents such as the Equity Transfer Agreement;

The company designs the intangible assets and human capital for external investment;

Provide legal services for the company to increase capital, reduce capital, separate, and merge.

6. Provide companies with prudent and credit investigation services for business partners or business rivals

The shareholding structure, principal responsible person, domicile, etc. of the business partner or commercial opponent;

The general status and historical status of the business partners or business rivals;

Financial statements for a number of years of business partners or commercial counterparties;

Accounts, foreign investment, fixed assets and other asset clues of business partners or commercial opponents;

Whether the business partner or commercial opponent is administratively punished by the industrial and commercial department, whether it exists or not;

Other information for business partners or business opponents, including relevant qualification certificates.

7. Major projects participate in special legal services

Provide relevant legal and policy basis and relevant cases for major projects involved;

Provide relevant legal advice on major projects involved and issue written legal opinions;

Conduct legal review of relevant projects of the project;

Assist in the drafting, review and revision of project-related agreements and various other legal files;

Conduct relevant business surveys according to project needs;

Assist in the processing of other legal matters that occur in the project.

8. Special legal services for company dissolution and liquidation

Provide relevant legal and policy information on company share settlement and liquidation, and related dispute cases;

Provide legal advice on corporate settlement and clearing, and provide written legal advice;

Analyze legal risks in the settlement and liquidation process and how to avoid legal risks;

Assist in the formulation of specific implementation plans for liquidation of the company due to dissolution and cancellation;

Relevant business investigations required for settlement and liquidation of investors;

Drafting, reviewing and modifying various legal files in the process of dissolution and cancellation for investors;

Assist in handling the company's dissolution and cancellation of various approval registration procedures;

Assist in handling other legal matters that occurred during the dissolution and cancellation of the company.

Third, the way of working

Party A shall arrange for _________ to contact Party B and collect relevant materials for handling legal affairs, and cooperate with and urge Party B to carry out its work.

Party B assigns _________ lawyers to be responsible for daily liaison with Party A and timely handling relevant legal affairs.

Party A shall submit the work record form to Party B, and Party B shall return it to Party A for filing.

Fourth, lawyer fees and payment methods

1. The parties to the contract agree that Party A shall pay Party B a legal fee of _________ yuan.

2. The above-mentioned lawyer's fee shall be paid _________ yuan within _________ days from the date of signing this contract by Party A; the remaining attorney's fees shall be paid within _________ days from the date of completion of the commission. Bank B bank: _________; account name: _________; account number: _________.

3. If the entrusted matters are not completed, Party A shall, in accordance with Party B's work completed in accordance with Article 2 of this contract, pay appropriate legal fees after consultation between the two parties.

V. The burden of other expenses

The following fees incurred by Party B’s lawyers in handling the entrusted matters of Party A shall be borne by Party A:

1. The appraisal fees, evaluation fees, case handling fees, etc. collected by relevant administrative, judicial, appraisal, notarization and other departments;

2, _________ travel expenses, room and board, translation fees, photocopying fees, long-distance communication fees, etc.;

3. Other expenses incurred after obtaining the consent of Party A.

Party B’s lawyers should reasonably use the above-mentioned fees in accordance with the principle of frugality.

Party A shall perform the following obligations

1. Party A shall provide Party B with the information and files it needs in a timely, accurate and complete manner, and guarantee the authenticity and legality of the submitted materials and files.

2. Party A shall make clear and reasonable requirements for Party B's lawyers to handle legal affairs.

3. Party A shall pay legal counsel and work expenses to Party B on time and in full.

4. Party A shall notify the legal counsel in writing of the replacement of the contact person.

5. The losses caused by Party A's decisions based on the legal opinions, suggestions and proposals provided by Party B's lawyers are not caused by the misuse of the law by Party B's lawyers, etc., and Party A shall bear the losses.

6. Party A has the right to make oral or written consultations with Party B at any time on matters within the scope of Party B's services, and Party B shall promptly reply.

7. Party A shall provide necessary office conditions and communication equipment for the work of Party B's lawyers.

8. Due to the reasons of Party A, the above-mentioned service items have not been completed, and Party A may not request the refund of the lawyer fees already paid.

9. The matters entrusted by Party A shall not violate the provisions of the law or the practice standards of lawyers.

10. Party A has the right to request Party B's lawyers to attend the relevant meetings in Party A's production, operation, management and other economic activities.

11. Party A shall truthfully provide Party B with any relevant circumstances related to the entrusted matters, and shall not conceal or provide false information.

7. Party B shall perform the following obligations:

1. Party B shall assign lawyers who are familiar with the company's operational matters and related laws to provide legal services to Party A.

2. Party B’s lawyers shall perform the entrusted matters diligently and conscientiously to safeguard Party A’s legitimate rights and interests.

3. Party B has the right to request Party A to provide files and materials related to the entrusted matters, and to have the right to review and verify the files and materials.

4. Party B's lawyers shall complete the entrusted matters in time after obtaining the archives provided by Party A, and report the progress of the work at any time at the request of Party A.

5. Party B has the right to maintain the independence and objectivity of the work in accordance with the requirements of laws and industry rules on the premise of safeguarding the interests of Party A.

6. In the case of confrontation or transaction involving Party A, Party B’s lawyer shall not act as legal counsel or agent of the other party who has a legal conflict of interest with Party A without the consent of Party A.

7. If Party A causes losses to Party A due to the fault of Party B's lawyer, Party B shall compensate according to relevant regulations.

8. Party B shall separately file the business of Party A and shall keep a complete working record. The original evidence, legal files and property involved in Party A shall be properly kept.

9. The working time and place of Party B shall be negotiated or contacted at any time according to the actual legal service contents of Party A.

10. Party B's lawyers have the right to know about the relevant situations in Party A's production, operation, management and other economic activities.

11. Party B’s legal responsibility for the agency handled by Party A within the scope authorized by Party A shall be borne by Party A and Party B’s lawyer shall not be responsible.

12. Party B has the obligation to keep secrets about the trade secrets in Party A's production, operation, management and other economic activities that are contacted and learned at work.

Eight, the release of the contract

1. When the contract period expires, Party A and Party B will not renew this contract;

2. Party A and Party B terminate this contract by written agreement;

3. The purpose of the contract cannot be achieved due to force majeure;

4. If Party A fails to pay the lawyer's fees or work expenses to Party B on the date of _________, it will not be corrected after Party B's reminder;

5. Party B and lawyers do not provide legal services in accordance with the provisions of this contract. After Party A points out, they still do not correct them;

6. Party A suffers significant economic losses due to delays, dereliction of duty and mistakes of Party B’s lawyers;

7. Party A intends to provide Party B with false information and fabricated facts, so that Party B's lawyers cannot provide effective legal services;

8. Party A's entrusted matters violate the law or violate the lawyer's practice norms;

9. Any party to this contract transfers all or part of the rights and obligations under this contract to a third party outside the contract without the written consent of the other party, causing the other party to suffer significant losses;

10. The parties have other breach of contract or illegal activities that may not be achieved by the purpose of the contract.

Nine, confidentiality

Both Party A and Party B guarantee the confidentiality of the files and materials that are known to the other party during the discussion, signing and implementation of this Agreement and that cannot be obtained through public channels. The other party may not disclose all or part of the trade secret to any third party without the consent of the original provider of the information and the file. Except as otherwise provided by laws and regulations or otherwise agreed by both parties. The period of confidentiality is _________ years.

X. Notice

1. According to this contract, all notices sent by one party to the other party, as well as the file exchanges between the parties and the notices and requirements related to this contract, must be in writing and can be transmitted by _________. If the above methods cannot be delivered, the method of delivery of the announcement may be adopted.

2. The mailing address of each party is as follows: _________.

3. A party's change notice or mailing address shall be notified to the other party in writing within _________ days from the date of the change; otherwise, the unreported party shall bear the relevant liabilities arising therefrom.

XI. Change of contract

During the performance of this contract, in the event of special circumstances, if either party A or B needs to change this contract, the party requesting the change shall promptly notify the other party in writing. After obtaining the consent of the other party, the parties shall sign a written change agreement within the prescribed time limit. Become an inseparable part of the contract. Without the written documents signed by both parties, neither party has the right to change this contract. Otherwise, the economic losses of the other party will be borne by the responsible party.

Twelve, the transfer of the contract

Except as otherwise provided in the contract or agreed by both parties, no rights or obligations of the parties under this contract shall be transferred to a third party without the prior written consent of the other party. Any transfer without any express written consent of the other party is void.

XIII. Dispute resolution

1. This contract is governed by and construed in accordance with the laws of the People's Republic of China.

2. The disputes arising during the performance of this contract shall be settled by the parties concerned through negotiation, or may be settled by the relevant departments; if the negotiation or mediation fails, the following _________ methods shall be adopted:

Submit _________ Arbitration Commission Arbitration;

Prosecuted to the people's court according to law.

Fourteen, force majeure

1. If any party to this contract fails to perform all or part of its obligations under this contract due to the event of force majeure, the performance of the obligation shall be suspended during the event of force majeure.

2. The party claiming to be affected by the event of force majeure shall, as far as practicable, notify the other party in writing of the occurrence of the event of force majeure in the shortest possible time, and provide the other party with such force majeure events within _________ days after the occurrence of the force majeure event. Appropriate evidence of duration and written information that the contract cannot be performed or needs to be extended. Claiming a force majeure event causes its performance of this contract to be objectively impossible or impractical, and it is the responsibility of all reasonable efforts to eliminate or mitigate the effects of such force majeure events.

3. When the event of force majeure occurs, both parties shall immediately decide how to implement this contract through friendly negotiation. Upon termination or elimination of the event of force majeure or its effects, both parties shall immediately resume the performance of their respective obligations under this contract. If force majeure and its effects cannot be terminated or eliminated, causing either party to the contract to lose the ability to continue to perform the contract, the parties may negotiate to terminate the contract or temporarily delay the performance of the contract, and the party facing the force majeure shall not be liable for this. If the party is force majeure after the delay in performance, the liability cannot be waived.

4. The term "force majeure" as used in this contract means that the affected party cannot reasonably control it. It cannot be expected or even if it is expected to be inevitable and cannot be overcome, and appears after the signing date of this contract, so that the party may Partial performance is objectively impossible or impractical. Such events include, but are not limited to, natural disasters such as floods, fires, droughts, typhoons, earthquakes, and social events such as war, turmoil, strikes, government actions, or legal requirements.

Fifteen, the interpretation of the contract

The matters not covered in this contract or the content of the terms are not clear. The parties to the contract may reasonably interpret this contract according to the principles of this contract, the purpose of the contract, the trading habits and the content of the related terms. This interpretation is binding unless the interpretation is inconsistent with the law or this contract.

XVI. Supplementary and supplementary files

If the matters not covered in this contract are implemented in accordance with relevant laws and regulations, and the laws and regulations do not stipulate, both parties may reach a written supplementary contract. The subsidiary files and supplementary contracts of this contract are inseparable components of this contract and have the same legal effect as this contract.

17. The effectiveness of the contract

This contract shall take effect from the date on which the legal representatives of the parties or both parties or their authorized representatives sign and affix the official seal of the unit or the special seal of the contract.

Valid for _________ years, from _________ years ______ months _________ days to _________ years _________ months _________ days.

The original form of this contract is _________ copies, and each party holds _________ copies, which has the same legal effect.

person A person B:_________

Legal representative: _________ Legal representative: ______

Attorney: _________ Attorney: ______

Bank of deposit: _________ Bank of deposit: _________

Account number: _________ Account number: _________

Place of signing: _________ Signing location: _________

_________ year ____ month _ day _________ year ____ month ____ day