Corporate legal advisor contract

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:

In order to improve the standardization of business management, reduce legal risks and safeguard its legal rights and interests, Party A needs special legal services;

Party B is a law firm approved by the Ministry of Justice of the People's Republic of China and has the qualifications and capabilities to provide legal services to the society;

Party A employs Party B to provide corporate legal advisory services, and Party B agrees;

In accordance with the "Contract Law of the People's Republic of China", the Law of the People's Republic of China on Lawyers and relevant laws and regulations, and in accordance with the principles of voluntariness, equality, mutual benefit, honesty and credibility, the two parties have entered into the following contractual provisions through full and friendly negotiations. fulfill:

I. Legal advisor service staff

1. Party B accepts Party A's request for employment and assigns _________, _________ and other lawyers to form an advisory group to act as Party A's corporate legal counsel.

2. Party A agrees that Party B and its assigned lawyers may, if they deem it necessary, hand over part of the legal services to Party B's other lawyers and assistants.

3. During the performance of this contract, if the lawyer is unable to continue or temporarily unable to provide services due to reasonable reasons, the lawyer shall promptly inform Party A and negotiate with the contractual parties to assign another suitable lawyer to take over; Party A does not agree with the replacement of other lawyers. It is deemed that Party A has terminated the contract and this contract is terminated.

4. According to the specific project situation of Party A, Party B may appoint other lawyers with expertise to undertake special legal advisory services.

Second, the scope of legal counsel services

General legal advisory services

1. Assist Party A to establish and improve various rules and regulations to maintain normal development of production and operation;

2. Assisting enterprises to apply for relevant business licenses and licenses;

3. At the request of Party A, it shall issue legal opinions on major decisions concerning business and management, conduct legal argumentation, and provide legal basis;

4. Drafting, reviewing and revising relevant legal documents and economic contracts for Party A, and participating in important contract negotiations;

5. Participate in the planning and operation of corporate funds;

6. Provide legal advice, legal argumentation and legal advice for related businesses such as Party A's investment, asset restructuring, enterprise restructuring, and property rights definition;

7. Participate in the formulation of investment and financing plans;

8. Conduct a credit investigation on the partner of Party A;

9. Providing legal advice and issuing legal opinions for Party B's bidding and bidding projects;

10. Conduct full tracking of every aspect of the company's business activities, including decision-making, management, and implementation, and propose legal opinions and solutions for conflicts and disputes that may affect business performance;

11. Provide legal information and business information related to business operations;

12. Conduct legal system design for the establishment of Party A and its branches, and review and revise relevant legal files and issue legal opinions;

13. To provide legal advice and legal advice for Party A to handle registration, renewal and other related matters concerning trademarks, inventions, designs, utility models and other intellectual property rights;

14. At the request of Party A, assist in participating in major project negotiations, reviewing or preparing various legal files required for negotiation, and providing legal argumentation opinions in due course;

15. Assist companies to integrate professional experience and interpersonal resources to provide operational resource integration solutions;

16. Formulate and review labor contracts and handle legal affairs involving human resources, labor contracts, labor disputes, employee confidentiality and non-competition agreements;

17. To handle the non-litigation legal affairs of Party A inside and outside according to the authorization, including conducting infringement investigation, issuing lawyer's letter, issuing lawyer's statement, and issuing legal opinions;

18. Formulate the content of the warning sign of the business operation service place;

19. Provide legal advice for the safety and security of business operations places;

20. Assist in handling disputes between enterprises and consumers in a timely manner;

21. Conduct legal training on company law, contract law, labor law, product quality law, industry and commerce, taxation regulations, etc. for enterprise management, senior employees and employees whose specific work may involve certain legal issues, at least _________ times a year. Usually answer legal advice related to work and interests in a timely manner, and combine legal cases to explain legal knowledge and enhance self-protection awareness;

22. At the request of Party A, organize a seminar on the development and operation of Party A;

23. Timely assist in handling unexpected incidents such as theft and causing damage to the business operation and service places;

24. Establish an enterprise trade secret protection system;

25. Establish Party A's legal files and business files to prevent the company's legitimate rights and interests from being inadvertently damaged;

26. Provide legal advice and coordination on various disputes involved in Party A, conduct reconciliation, participate in mediation, and participate in litigation or arbitration if necessary;

27. Provide other regular legal advisory services to Party A.

Tax special legal advisory services

1. Provide tax advisory services to Party A;

2. Guide, assist or handle tax registration, change tax registration and cancellation of tax registration;

3. Guide, assist or handle the invoice purchase procedures other than the special invoice for value-added tax;

4. Guide, assist or report tax returns or withholding tax reports;

5. Guide, assist or apply for tax payment and apply for tax refund;

6. Guide, assist or substitute for the production of tax-related documents;

7. Guide, assist or on behalf of reviewing the tax situation;

8. Guide and assist in the establishment of accounts and account management;

9. Acting as a tax hearing, tax administrative reconsideration, and tax state compensation;

10. Conduct tax training in conjunction with the actual situation of Party A to popularize tax knowledge;

11. Tax planning for Party A;

12. Provide other tax advisory services to Party A.

Financial accounting special legal advisory services

1. Guide and assist Party A to establish account structure;

2. Guide and assist Party A in accounting;

3. Guide and assist Party A in preparing various accounting statements;

4. Provide accounting and legal advice on Party A's collection of accounts receivable, bad debts, etc., and issue a lawyer's letter to the debtor if necessary, and guide and assist in accounting and legal treatment;

5. Provide consultation on the settlement of various types of debts such as accounts payable by Party A, and guide and assist in accounting and legal treatment;

6. Provide legal and accounting services to Party A's bills receivable, bills payable and other bills, guide or report losses, make public notices, participate in litigation or arbitration, to resolve various bill disputes, and protect Party A's various bill rights;

7. Providing legal and accounting opinions for all kinds of contingent issues such as litigation involving Party A, and the necessary era is for handling;

8. Carry out financial accounting training in conjunction with the actual situation of Party A, and popularize financial accounting knowledge;

9. Provide other financial advisory services to Party A.

Third, legal counsel fees

1. Party A shall pay Party B a legal counsel fee of RMB _________ per annum.

2. The above-mentioned legal counsel fee shall be paid in one lump sum on the date of the entry into force of this contract.

3. Special services for legal consultants shall be charged separately, and specific discounts may be granted on the basis of Party B's regular service charges.

4. After receiving the legal advisory fee paid by Party A, Party B shall issue a formal tax invoice to Party A.

Fourth, work costs

The parties agree that the following expenses related to legal counseling services shall be borne by Party A and shall not be included in the legal counsel fee of Article 3 of this contract:

1. The direct expenses include, but are not limited to, the expenses necessary for handling the case, such as transportation, accommodation, communication, telecommunications, and printing. Party A agrees to reimburse Party B for one-time advance _________ yuan each year.

2. Indirect expenses include, but are not limited to, entrusted auditing, appraisal fees, notary fees, filing fees, and other expenses for collecting information. Party B shall advance from Party A in advance, and will reimburse it afterwards.

3. The other expenses listed above shall be reimbursed by Party B's lawyers to Party A.

4. Legal counsel should not pursue luxury enjoyment, but should pay attention to saving, reasonable arrangement of expenses for actual handling of cases, and avoid unnecessary waste.

V. Employment period

This contract is a fixed-term contract, one year in each period, the first period is from _________ years _________ months _________ days to _________ years _________ months _________ days;

Within seven days after the expiration of each period of this contract, if neither party proposes a change or termination request in writing, all terms of this contract will be automatically renewed for one period, and each subsequent period will be analogized.

Six, working methods

The legal counsel works in the following way _________:

1. Do not take classes, contact and consult in time;

2. The weekly class time of Party A is _________, and the rest of the time is not on duty;

3. The monthly working time in Party A is _________, and the rest of the time is not on duty;

4. Normally take a full-time class in Party A.

7. Party A’s rights and obligations

1. Truly state the production, operation and business transactions related to the entrusted matters;

Cooperate with Party B and lawyers in good faith, provide all files and background materials related to the entrusted matters in a timely, truthful and detailed manner, and provide necessary working conditions according to actual needs;

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

If the relevant circumstances and facts change, Party B or lawyer should be informed in time;

If the contact information is changed, Party B and the lawyer shall be notified in time;

Payment of legal counsel fees and other fees as agreed;

3. Designate _________ as its representative, responsible for contacting Party B, transmitting Party A's instructions and requirements, providing or receiving files and materials, etc. Party A's replacement representative shall notify Party B in writing; Party A's replacement representative shall notify Party B in writing, but It is not allowed to change more than two times a year;

4. For the texts such as contracts that need to be reviewed and revised by Party B, an electronic version shall be provided to Party B and transmitted to Party B by e-mail;

5. Party A is responsible for making independent judgments and decisions on the entrusted matters. 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 laws and other misconduct by Party B's lawyers. It shall be borne by Party A itself;

6. Party B and lawyers are not allowed to ask for conflicts with the law and the rules of lawyers' professional ethics and practice discipline.

8. Party B’s rights and obligations

1. Party B lawyers must abide by professional ethics and practice discipline:

Party B’s lawyers shall perform diligent and diligent duties and safeguard Party A’s best interests within the scope of this contract;

Party B’s lawyers shall promptly submit their opinions to Party A;

Party B’s lawyers have no right to act beyond Party A’s authorization. If it is necessary, Party A shall give a separate authorization;

2. In accordance with the work time and place agreed by both parties in advance, handle all matters entrusted by Party A to ensure the quality of service. If special circumstances are encountered, Party A shall be notified in advance to discuss the measures.

3. After reviewing and modifying the contract and other texts submitted by Party A, the electronic version shall be provided to Party A and transmitted to Party A by email;

If Party B or a lawyer changes the contact information, Party A shall promptly notify Party A:

Strictly abide by the business secrets and intellectual property rights of Party A's production and management that are known in the process of entrusting the provision of various legal services, and never use or disclose it externally, otherwise it shall bear all legal liabilities arising therefrom;

4. A business assistant can be assigned to complete the auxiliary work, but if Party B replaces the lawyer, Party A should obtain written approval from Party A.

Party B’s lawyers have the right to access files and materials related to the undertaking of legal affairs.

Party B’s lawyers have the right to fully understand the relevant business situation of Party A.

Party B’s lawyers have the right to attend the relevant meetings of Party A.

Party B’s lawyers are entitled to the office, transportation and other working conditions and facilities necessary to perform their legal duties.

5. Party B and the lawyer shall inform Party A of the fact that the legal service has been or is or may exist for the parties who have a conflict of interest with Party A. In the event of a conflict of interest, Party A has the right and should choose to continue to sign, perform the contract or change the entrustment or cancel the contract; Party B has the right to make arrangements for avoidance.

6. Party B and the lawyer have no rights and obligations to represent Party A in handling other legal matters outside the scope of the annual legal counsel service as stipulated in this contract. If Party A and Party B are required to provide services related to other legal affairs, Party A shall sign a separate legal service contract with Party B.

7. Party B and its appointed consultant lawyers have the right to refuse the employer's request for services for matters that violate the law and violate the facts, violate the professional ethics of the lawyer, and have the right to refuse illegal intervention by any unit or individual.

8. If the employed lawyer is unable to perform the duties of the legal counsel of the enterprise for any reason, Party B shall negotiate with Party A and assign another lawyer to take over.

9. The remuneration of the legal counsel shall be uniformly collected by Party B, and the assigned lawyer shall not directly receive any remuneration from Party A.

10. The consultant lawyer shall establish a work diary for the service of Party A. In principle, do one record at a time, one thing at a time.

9. Dissolution and termination of the contract

1. By written notice, Party A has the right to terminate this contract at any time for any reason, and the notice of cancellation shall take effect on the date of receipt by Party B. Upon receipt of the notice of cancellation, Party B and the lawyer immediately cease to provide legal counsel services;

2. If Party A fails to pay legal counsel and other fees in accordance with this Agreement and the extension is more than 30 days, Party B has the right to terminate this contract, but Party B shall notify Party A in writing;

3. If Party A's target is in violation of the lawyer's professional ethics and practice discipline, Party B has the right to terminate the provision of legal services to Party A at any time, but Party A shall notify Party A in writing.

4. Upon expiration of the contract period, Party A and Party B will not renew this contract;

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

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

7. When the contract is terminated due to the circumstances listed in items 1 and 2 above, the legal counsel fee already charged by Party B shall not be refunded, and the amount owed by Party A shall be replenished with the agreed amount; when it is released due to the third case listed above, Party B shall refund part of the legal counsel fee in proportion to the actual time of service.

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 two 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 communication addresses of the parties are 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 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 to the _________ Arbitration Commission for 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 force majeure event shall, as far as practicable, notify the other party of the occurrence of the force majeure event in writing within 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 its 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 a force majeure event 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, and 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.

Seventeen, 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 their official seals. Valid for _________ years, from _________ years ______ months _________ days to _________ years _________ months _________ days. The original form of this contract is _________, each party holds _________ copies, and has the same legal effect; a copy of the contract _________ copies, and _________ is kept.

person A person B:_________

Legal representative: _________ Legal representative: ______

Attorney: _________ Attorney: ______

Place of signing: _________ Signing location: _________

_________Year ____________________________________________