顾问服务协议英文Word文件下载.docx

1、Effective Date） by and between XYZ Corporation, a _ corporation duly organized under law and having an usual place of business at _（hereinafter referred to as the “Company） and （hereinafter referred to as the Consultant）. WHEREAS, the Company wishes to engage the Consultant to provide the services d

2、escribed herein and Consultant agrees to provide the services for the pensation and otherwise in aordance with the terms and conditions contained in this Agreement, NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which a

3、re hereby acknowledged, aepted and agreed to, the Company and the Consultant, intending to be legally bound, agree to the terms set forth below. 1. TERM. Commencing as of the Effective Date, and continuing for a period of _ （_） years （the “Term”）, unless earlier terminated pursuant to Article 4 here

4、of, the Consultant agrees that he/she will serve as a consultant to the Company. This Agreement may be renewed or extended for any period as may be agreed by the parties. 2. DUTIES AND SERVICES. （a） the “Duties” or “Services”）. （b） Consultant agrees that during the Term he/she will devote up to _ （_

5、） days per month to his/her Duties. The Company will periodically provide the Consultant with a schedule of the requested hours, 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

6、Company that he/she is under no contractual or other restrictions or obligations which are inconsistent with the execution of this 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 n

7、ot violate any policies or procedures of any other person or entity for which he/she performs Services concurrently with those performed herein. （d） In performing the Services, Consultant shall ply, to the best of his/her knowledge, with all business conduct, regulatory and health and safety guideli

8、nes established by the Company for any governmental authority with respect to the Companys business. 3. CONSULTING FEE. （a） Subject to the provisions hereof, the Company shall pay Consultant a consulting （$_） Dollars for each hour of Services provided to the Company （the ting form, a listing of his/

9、her hours, the Duties performed and a summary of his/her activities. The Consulting Fee shall be paid within fifteen （15） days of the Companys receipt of the report and invoice. （b） Consultant shall be entitled to prompt reimbursement for all pre-approved expenses incurred in the performance of his/

10、her Duties, upon submission and approval of written statements and receipts in aordance with the then regular procedures of the Company. （c） The Consultant agrees that all Services will be rendered by him/her as an independent contractor and that this Agreement does not create an employer-employee r

11、elationship between the Consultant and the Company. The Consultant shall have no right to receive any employee benefits including, but not limited to, health and aident insurance, life insurance, sick leave and/or vacation. Consultant agrees to pay all taxes including, self-employment taxes due in r

12、espect of the Consulting Fee 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/her Duties, bees physically or mentally unable to perform his/he

13、r Duties, or is terminated for cause, then, in each instance, the Consulting Fee shall cease and terminate as of such date. Any termination “For Cause” shall be made in good faith by the Companys Board of Directors. （b） This Agreement may be terminated without cause by either party upon not less tha

14、n thirty （30） days prior written notice by 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

15、termination and, in any case, upon the Companys request, the Consultant shall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof. 5. RESTRICTED ACTIVITIES. During the Term and for a period of one （1） year thereafter, Consultant will not, direct

16、ly or indirectly: （i） solicit or request any employee of or consultant to the Company to leave the employ of or cease consulting for the Company; （ii） solicit or request any employee of or consultant to the Company to join the employ of, or begin consulting for, any individual or entity that researc

17、hes, develops, markets or sells products that pete with those of the Company; （iii） solicit or request any individual or entity that researches, develops, markets or sells products that pete with those of the Company, to employ or retain as a consultant any employee or consultant of the Company; or

18、（iv） induce or attempt to induce any supplier or vendor of the Company to terminate or breach any written or oral agreement or understanding with the Company. 6. PROPRIETARY RIGHTS. （a） For the purposes of this Article 6, the terms set forth below shall have the following meanings: （i） to Consultant

19、 or which are first developed by Consultant during the course of the performance of Services hereunder and which relate to the Company present, past or prospective business activities, services, and products, all of which shall remain the sole and exclusive property of the Company. The Consultant sh

20、all have no publication rights and all of the same shall belong exclusively to the Company. （ii） For the purposes of this Agreement, Confidential Information shall mean and collectively include: all information relating to the business, plans and/or technology of the Company including, but not limit

21、ed to technical information including inventions, methods, plans, processes, specifications, characteristics, assays, raw data, scientific preclinical or clinical data, records, databases, formulations, clinical protocols, equipment design, know-how, experience, and trade secrets; developmental, mar

22、keting, sales, customer, supplier, consulting relationship information, operating, performance, and cost information; puter programming techniques whether in tangible or intangible form, and all record bearing media containing or disclosing the foregoing information and techniques including, written

23、 business plans, patents and patent applications, grant applications, notes, and memoranda, whether in writing or presented, stored or maintained in or by electronic, magic, or other means. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information which: （a

24、） 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 to the disclosure of such information to Consultant by the Co

25、mpany; （c） bees 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 of secrecy, so long as that such third party has no obligation

26、 to the Company or any of its affiliated panies to maintain such information in confidence. （b） Except as required by Consultants Duties, Consultant shall not, at any time now or in the future, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information, Conc

27、epts, or Ideas to any third party without the prior written consent of the Company which consent may be denied in each instance and all of the same, together with publication rights, shall belong exclusively to the Company. （c） All documents, diskettes, tapes, procedural manuals, guides, specificati

28、ons, plans, drawings, designs and similar materials, lists of present, past or prospective customers, customer proposals, invitations to submit proposals, price lists and data relating to the pricing of the Company products and services, records, notebooks and all other materials containing Confiden

29、tial Information or information about Concepts or Ideas （including all copies and reproductions thereof）, that e into Consultants possession or control by reason of Consultants performance of the relationship, whether prepared by Consultant or others: （a） are the property of the Company, （b） will no

30、t be used by Consultant in any way other than in connection with the performance of his/her Duties, （c） will not be provided or shown to any third party by Consultant, （d） will not be removed from the Companys or Consultants premises （except as Consultants Duties require）, and （e） at the termination

31、 （for whatever reason）, of Consultants relationship with the Company, will be left with, or forthwith returned by Consultant to the Company. （d） The Consultant agrees that the Company is and shall remain the exclusive owner of the Confidential Information and Concepts and Ideas. Any interest in patents