英文版法律顾问手册-公司成立前协议

法律顾问合同协议书英文版文件编号TT-00-PPS-GGB-USP-UYY-0089Beijing YingKe Law FirmCONTRACT ON RETAINING LEGAL COUNSELParty A:Address:Telephone:Fax:Party B: Beijing YingKe Law FirmAddress: 6th Floor, Tower C, Dacheng InternationalCenter, No. 76, East 4th Ring Middle Road,Chaoyang District，Beijing, 100124 Telephone:Fax:Party A would like to retain Party B as its legal counsel, according to " Law on Legal Counsel of the People's Republic of China" The two parties through consultation hereby agree upon, and shall be bound by, the following terms:Article ⅠParty A will designate 【】, as the lawyer employed by B, to work as A's legal counsel. 【】 will provide legal assistance and protect A's interests vested by law. Article Ⅱ Party B’s scope of responsibilityⅰ.Answer questions on legal issues from Client and give opinions or any advice on such issues;ⅱ. Upon the client’s request, Party B shall participate in commercial negotiations, in which Client is a party,and be concerned with drafting, modification,reviewing and examination of the legal documentssuch as contracts and agreements or preparing legal documents that is needed in the negotiations;ⅲ. Provide economic and legal informa tion pertain to the business operation of the client;ⅳ. Represent the client in the litigation of criminal, civil, economic and administrative cases; offer strategic legal advice in litigation and arbitration as a legal advisor, preventing or negating legal risk；ⅴ. Help to set up and organize files of legal documents and alarm any legal risk;ⅵ.Render legal consultancy for business operation and management of client;ⅶ. Participate in important economic activities of client, offering all follow up services if necessary;ⅷ. Provide legal documents such as legal opinion, lawyer’s advice, lawyer’s testimony and lawyer’s letter etc;ⅸ. Credibility investigation upon request: investigation on the entity qualification, business registration, legalstatus, true identity, background, status quo ofbusiness operation and management and assetsstatus of the cooperation partners and clients of client;ⅹ．Upon Client’s request, Party B should research, gather and explain any related law, rules, andregulations, and provide practical operationalguidelines for the clients;xi. Party B may sign, send and deliver legal documents with the authority of the clients;xii. Other services after negotiation and agreement by the two parties.Article Ⅲ Party A’s Obligationsⅰ. Party A shall provide convenience to legal counsels appointed by Party B and specially appoint a person to keep regular contact with the counsels of Party B;ⅱ.?Party A shall offer chances to the counsels appointed by Party B for attending client’s business meetings that are concerned in order that Party B can renderbetter legal services;?ⅲ. Party A should comprehensively, objectively provide information, materials and/or documents regardingthe legal affair to Party B within a reasonable time;ⅳ. Party A has the responsibility to make independent judgments and decisions. Party B shall not beresponsible for any loss incurred by Party A that is not caused by the negligent advice of Party B.Article Ⅳ Party B’s Obligationsⅰ. The Party B accepts the authorization of the Party A and assigns lawyer 【】as the attorney to deal with Party A’s legal affairs;ⅱ. The attorney assigned by Party B should take full responsibility toParty A’s legal affair stipulated in Article Ⅱ;ⅲ. Party B attorney should make the best efforts to maintain Party A’s benefit by making judgmentbased on the law;ⅳ. Party B attorney must complete Party A’s legal affairs promptly after obtaining the materials provided byParty A;ⅴ. The attorney acting for the Party B shall not deal with another party in a transaction or a dispute, withoutthe agreement of Party B, if the other party’s interest conflicts with Party B;ⅵ. The attorney actin g for Party B has an obligation of not disclosing any trade secrets to a third party,unless agreed by Party B or sanctioned by law;ⅶ. Party B shall keep a record of Party A’s services; the record must have a complete log of Party A’s services, along with the original evidences, legal documents or any belongings which should be kept properly.Article Ⅴ retaining fee and work expenseⅰ. The retaining fee is【】 yuan;Methods of payment：【】.ⅱ. Party A shall bear the cost incurred by the appointed lawyer of Party B during the course of business. The cost that shall be borne by Party A is included in the list, the list is not exhaustive and the cost that shall be bore is not restricted by the list. The list consists of:The commission of survey, certification fee, translation fee, outstation expenses (food, travel andaccommodation).Party B shall disburse the expenses upon agreeing with Party A.Methods of payment accepted: 【】 .Article Ⅵ Termination of the contractⅰ. Contract may be terminate d by mutual agreement after consultation;ⅱ. If the contract is terminated before consultation:a. If Party B’s appointed lawyer is replaced arbitrarilywithout the agreement of Party A, Party A mayterminate the contract if, by the result of thereplacement, Party A suffers significant loss or drop in quality of work;b. If Party A suffers a loss because of Party B’s delayand dereliction of duty, Party A may terminate thecontract;c. If Party A suffers an important loss in document that iscause d by Party B’s negligence in security obligation and disadvantageous legal opinion, Party A mayterminate the contract;d. If Party A has not paid the agreed fee to Party B in thestipulated time and after Party B has served a notice to Party A regarding this matter, Party B may terminate the contract if Party A still does not pay within thetime given in the notice.Article Ⅶ Liabilities for Breach of Contractⅰ. The Parties shall strictly abide by this Contract and shall not unilaterally terminate this Contract beforethe expiring date of?this Contract; otherwise thedefaulting party shall pay the non-defaulting party a penalty which is equal to the proportion of retainingfee for the remaining term of this Contract;ⅱ. Party A shall be liable for any dam age caused by Party A’s failure of providing the legal advisor withnecessary information or materials concerned in time;ⅲ. If Party A fails to pay the attorney fee on time, Party B shall have the right not to perform its obligationshereunder or to terminate this Contract；ⅳ. If Party B, without proper reason, violates the agreement or does not fulfill its obligation under thecontract, Party A may request Party B to return all or part of the retaining fees.Article Ⅷ Dispute solutionIn the event of a dispute, both parties must resolve the dispute in a friendly manner. If the dispute could not be resolved by mutual agreement, any parties may make an application to the People’s court for the dispute to be heard.Article Ⅸ Activation of the ContractThe contract shall come in to force from the date of 【】to the date of 【】.Article ⅩThere shall be two copies of the contract, one for each party, signed, sealed and delivered by both parties.Party A:Representative’s signature:Address:Telephone:Date: ______ year _____ month _____ dayParty B: Beijing YingKe Law Firm Representative’s signature:Address: 6th Floor, Tower C, Dacheng International Center, No. 76, East 4th Ring Middle Road,Chaoyang District，Beijing, 100124 Telephone:Fax:Date: ______ year _____ month ____ day2。

聘请常年法律顾问合同Employment of Long-term Legal Counseling Agreement本合同书双方当事人为：Both parties involved in this Agreement are as follows:甲方：地址：法定代表人：乙方：地址：法定代表人：兹本合同之甲方同意聘请乙方作为常年法律顾问，并乙方同意接受甲方聘请提供常年法律顾问服务，双方经过协商之后，同意协议如下：This Agreement is hereby to certify that Party A agrees to assign Party B as its long- term law consultant, and Party B is willing to accept the consignment and provide long- term legal counseling service. After friendly negotiation, the parties agreed to the following terms and conditions on the consigning.可修改编辑第一条：Article 1意向及总则Intention and general principle甲方同意聘请乙方作为常年法律顾问，乙方同意接受甲方聘请提供常年法律顾问服务。

Party A agrees to assign Party B as its long- term law consultant, and Party B is willing to accept the consignment and provide long-term legal counseling service.第二条：Article 2 顾问律师Consulting lawyers乙方指派以黄海栩律师为主体的顾问组担任甲方之按照第一条所确定常年法律顾问。

英文版法律顾问手册-董事会决议（定稿）第一篇：英文版法律顾问手册-董事会决议（定稿）BOARD RESOLUTION OF [YOUR COMPANY NAME] ADOPTED ON [DATE]The undersigned, being all the directors of [YOUR COMPANY NAME], hereby sign the following amended resolutions: RESOLVED THAT:1.The financial statements of the company for the fiscal year ended [MONTH AND DAY],prepared by [ACCOUNTANT’S NAME], Chartered Accountants, under their comments dated [DATE], are approved which approval shall be evidenced by signature of the balance sheet.OR2.The financial state of the company for the fiscal year ended [MONTH AND DAY], prepared by[AUDITORS’ NAMES].Under their audit report dated [DATE], are approved, which approval shall be evidenced by signature of the balance sheet.3.The approved financial statements be placed before the annual meeting of shareholders ofthe company.4.[ACCOUNTANTS] are appointed the accountants of the company for the current fiscal year.5.By-Law No.[NUMBER] is passed as a by-law of the company to be placed before a meeting ofshareholders of the company for confirmation.6.The application to amend the Articles of Incorporation [OR LETTERS PATENT] of the companyin the draft form appended as Schedule A to these resolutions is approved to be placed before a meeting of shareholders of the company for confirmation.7.The company sells substantially all its assets to [PURCHASER NAME] inaccordance with thedraft agreement of purchase and sale appended as Schedule A to these resolutions.8.[CHAIRMAN NAME] is elected as Chairman of the Board of Directors.9.A dividend of [AMOUNT] per share is declared on the issued [CLASS NAME] shares of the company held by the [CLASS NAME] shareholders of records as of this date.10.The salary of the [OFFICER] of the company is fixed at [AMOUNT] per annum effective[DATE].11.The company executes the [CONTRACT/INSTRUMENT] in the draft form appended as Schedule A to these resolutions.12.The transfer of [NUMBER AND CLASS OF SHARES] from [TRANSFEROR NAME] to [TRANSFEREE NAME] is approved.13.The address of the head office [OR REGISTERED] of the company is changed to [YOUR COMPLETE ADDRESS].[DIRECTOR NAME][DIRECTOR NAME] 第二篇：英文版法律顾问手册-关于终止合同的董事会决议BOARD RESOLUTION OF [YOUR COMPANY NAME]TO TERMINATE A CONTRACTDULY PASSED ON [DATE]TERMINATION OF A CONTRACTWHEREAS, [YOUR COMPANY NAME] and [NAME] are presently engaged in an agreement dated[DATE], whereby said agreement summarily calls for [DESCRIBE] andWHEREAS,[YOUR COMPANY NAME] deems it to be in the best interests of both parties to terminate said agreement as to any non-performed part thereon, be it:RESOLVED, that [YOUR COMPANY NAME] herewith terminate said agreement on the terms contained as annexed hereto.RESOLVED, that the officers of this corporation are, andeach acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of this corporation.It is hereby certified by the undersigned that the foregoing resolution was duly passed by the Board of Directors of the above-named Company on the [DAY] day of [MONTH, YEAR], in accordance with the Memorandum or By-Laws and Articles of Incorporation of the Company and the laws and by-laws governing the Company and that the said resolution has been duly recorded in the Minute book and is in full force and effect.[DIRECTOR][DIRECTOR][DIRECTOR]第三篇：英文版法律顾问手册-董事会会议记录MINUTES OF MEETING OF DIRECTORS[YOUR COMPANY NAME]Opening:Minutes of a meeting of the Board of Directors of [YOUR COMPANY NAME] duly called and held on [DATE] at [ADDRESS], commencing at [TIME].Present were:[LIST OF ATTENDEES]With the approval of the directors present, [CHAIRMAN NAME] acted as Chairman of the meeting and [SECRETARY NAME] recorded the minutes.On motions duly made and seconded, it was voted that:1.The minutes of the last meeting of directors be taken as read.2.[INSERT RESOLUTION PER NUMBERED PARAGRAPH] Dissenting to the motion were [DISSENTING NAMES].There being no further business to transact at this time, it was voted to adjourn the meeting.Dated [DATE][SECRETARY NAME], Secretary[CHAIRMAN NAME], Chairman第四篇：董事会决议范本董事会决议范本会议时间：年月日会议地点：会议性质：临时（或者定期）董事会议与会董事：、、、（董事会会议于______年____月_____日书面方式通知全体董事；应到董事名，实到董事名，符合公司法及本公司章程规定）。

法律顾问合同英文版第一篇：法律顾问合同英文版RETAINING CONTRACT服务合同Contract Number: 合同号1.0 The Parties 缔约方Chongqing, People’s Republic of China as of is entered into by and between: 本服务合同（以下简称合同）于2009年2月28日在中华人民共和国重庆市由以下双方订立：1.1(“Client”)重庆环松工业集团（以下简称委托方）And 和1.2 Chongqing GuangXian Law Offices(“Advisor”)重庆广贤律师事务所（以下简称顾问方）1.3 Client and Advisor shall hereinafter be referred to individually as the“Party” and collectively as the “Parties”.委托方和顾问方可单独称为“一方”，合称为“双方”。

2.0 Backgrounds缔约基础2.1 In accordance with the Lawyers Act and Contract Act of the People’sRepublic of China, Client engages Advisor as its retained advisor to deal with the international legal and business affairs in its businessoperation.根据《中华人民共和国律师法》和《中华人民共和国合同法》，委托方聘请顾问方处理国际贸易中的法律和业务事项。

2.2 Through coordination with the local government agencies andbusinesses of both America and China, Advisor hasestablishedrelationship with American cooperator(s)and introduced suchPage 1 of 5American cooperator(s)as Aircraft Inventory Corporation(owned byMr.Gary Bannister)to Client.通过与中美政府机构和公司建立联系等方式，顾问方业已向委托方引荐航空器部件公司（由加瑞·班尼斯特先生控股）等美国合作单位。

顾问协议（英文版）CONSULTANCY AGREEMENTBETWEEN[NAME OF PARTY A]AND[NAME OF CONSULTANCY COMPANY]TABLE OF CONTENTS1.CONSULTANCY SERVICES (1)2.FEES AND PAYMENT PROVISIONS (2)3.TERM OF THE AGREEMENT (4)4.EXCLUSIVITY/ CONFIDENTIAL INFORMATION/ PROPERTY RIGHTS (4)5.TERMINATION OF THE AGREEMENT (6)PENSATION (6)7.LIMITED LIABILITY (7)8.COSTS AND EXPENSES (7)9.GENERAL STIPULATIONS (7)THIS AGREEMENT IS SIGNED ON _______ (dd/mm/yy) by the two Parties listed hereunder:Party A:[Insert Name of Party A], a legally existing company registered and established under the laws of the People’s Republic of China, with its registered address at _____________.The Consultant:[Insert Name of the Consultancy Company], a legally existing company registered and established under the laws of _______, with its registered address at ______________.WHEREAS:A.Party A markets, distributes and/or sells [Insert the nameof the product] (the “Product”) in[Insert the name of a country or region] (the “Region”) and desires to acquire the services of a professional consultancy company in order to obtain advice on how to develop its market;B.The Consultant wishes to provide to Party A the aforementioned advisory opinions, with theaim of helping Party A [define its customer base and establish the methods it should use to contact such customer base, place orders and conclude contracts; and with the aim of assisting Party A in formulating the specific framework according to which services will be offered to its customers].NOW, THEREFORE, having taken into consideration these premises, stipulations and conditions, the Parties have reached the following agreement:1.CONSULTANCY SERVICES1.1Consultancy ServicesThe consultant agrees to provide to Party A consultancy services pertaining to marketing in the Region in order to assist Party A to market the Product to customers in the Region, and, furthermore, to do its utmost to:(a) [define a customer base that will submit purchase orders to Party A;(b)provide advisory opinions on the most effective methods for contacting potentialpurchasers, placing orders, and completing sales; and。

Partnership AgreementThis Partnership Agreement (“Agreement”) is made and effective this [DATE],BETWEEN: [YOUR COMPANY NAME] (the “First Partner”), a corporation organized and existing under the laws of the [STATE], with its head office located at:[YOUR COMPLETE ADDRESS]AND: [SECOND PARTNER NAME] (the “Second Partner”), an individual with his main address located at OR a corporation organized and existing under the laws of the [STATE], with its head office located at:[COMPLETE ADDRESS]RECITALSA.Partners desire to join together for the pursuit of common business goals.B.Partners have considered various forms of joint business enterprises for their businessactivities.C.Partners desire to enter into a partnership agreement as the most advantageous businessform for their mutual purposes.D.The parties hereto agree to form a limited partnership (the “Partnership”) under [LAW. CODEOR ACT].In consideration of the mutual promises contained in this agreement, partners agree as follows: AND DOMICILEThe name of the partnership shall be [NAME]. The principal place of business shall be at [ADDRESS], [CITY], [STATE], unless relocated by consent of the partners.2.PURPOSESSubject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing.3.DURATION OF AGREEMENTThe term of this agreement shall be for [NUMBER] years, commencing on [DATE], and terminating on [DATE], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement.4.CLASSIFICATION AND PERFORMANCE BY PARTNERSA.Partners shall be classified as active partners, advisory partners, or estate partners.B.An active partner may voluntarily become an advisory partner, may be required to becomeone irrespective of age, and shall automatically become one after attaining the age of [AGE] years, and in each case shall continue as such for [NUMBER] years unless the partner sooner withdraws or dies.C.If an active partner dies, the partner’s estate will become an estate partner for [NUMBER]years. If an advisory partner dies within [NUMBER] years of having become an advisory partner, the partner will become an estate partner for the balance of the [NUMBER]-yearperiod.D.Only active partners shall have any vote in any partnership matter.E.At the time of the taking effect of this partnership agreement, all the partners shall be activepartners except [NAME] and [NAME], who shall be advisory partners.F.An active partner, after attaining the age of [AGE] years, or prior to that age if the[EXECUTIVE COMMITTEE OR AS THE CASE WAY BE] with the approval of [TWO-THIRDS OR AS THE CASE MAY BE] of all the other active partners determines that the reason for the change in status in bad health, may become an advisory partner at the end of any calendar month on giving [NUMBER] calendar months’ prior notice in writing of the partner’s intention to do so.The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [ADDRESS], [CITY], [STATE], not less than [NUMBER] calendar months prior to the date when the change is to become effective.G.Any active partner may at any age be required to become an advisory partner at any time ifthe [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] with the approval of [TWO-THIRDS OR AS THE CASE MAY BE] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [CHAIRMAN OR AS THE CASE MAY BE] of the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE] or, in the event of his or her being unable to sign at the time, by another member of the [EXECUTIVE COMMITTEE OR AS THE CASE MAY BE]. The notice shall be served personally on the partner required to changehis or her status, or mailed by registered mail to the partner’s last known address. Change of the partner’s status shall become effective as of the date specified in the notice.H.Every active partner shall automatically and without further act become an advisory partnerat the end of the fiscal year in which the partner’s birthday occurs.I.In the event that an active partner becomes an advisory partner or dies, the partner or thepartner’s estate shall be entitled to the following payments at the following times.[DESCRIBE]Each active partner shall apply all of the partner’s experience, training, and ability in discharging the partner’s assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership.5.CONTRIBUTIONEach partner shall contribute [AMOUNT] on or before [DATE] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen.6.MANAGEMENT OF THE PARTNERSHIPThe Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers andauthority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]’ sole discretion, to:A.Acquire, purchase, renovate, improve, and own any property or assets necessary orappropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property;B.Borrow money, issue evidences of indebtedness in connection therewith, refinance, increasethe amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets;C.Sue on, defend or compromise any and all claims or liabilities in favor of or against thePartnership and to submit any or all such claims or liabilities to arbitration.D.File applications, communicate and otherwise deal with any and all governmental agencieshaving jurisdiction over, or in any way affecting, the Partnership’s assets or any part thereof or any part thereof or any other aspect of the Partnership business;E.Retain services of any kind or nature in connection with the Partnership business, and to paytherefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business.7.DISSOLUTION AND TERMINATION OF THE PARTNERSHIPThe Partnership shall be dissolved and its affairs shall be wound up upon the happening of thefirst to occur of the following:A.On a date designated by the Partners and approved by Vote of Partners;B.The sale or other disposition of all of the Partnership’s assets and the receipt in cash of theproceeds thereof;C.One of the Partners committed an illegal or unapproved action;D.[OTHER]8.BUSINESS EXPENSESThe rent of the building where the partnership business shall be carried on, and the cost of repairs and alterations, all rates, taxes, payments for insurance, and other expenses in respect to the buildings used by the partnership, and the wages for all persons employed by the partnership are all to become payable on the account of the partnership. All losses incurred shall be paid out of the capital of the partnership or the profits arising from the partnership business, or, if both shall be deficient, by the partner on a pro rata basis, in proportion to their original contributions, as provided in Article Nineteen.9.MEETINGS9.1Place of MeetingsMeetings of the Partners may be held at any place within or without [STATE] as determined by the Partners but will generally be held at [LOCATION]9.2NoticesWhenever Partners are required or permitted to take any action at a meeting, a writtennotice of the meeting shall be given not less than [NUMBER] days, nor more than [NUMBER] days before the date of the meeting to each Partner entitled to vote at the meeting. The notice shall state the place, date, and hour of the meeting and the general nature of the business to be transacted, and no other business may be transacted.10.AUTHORITYNo partner shall buy any goods or articles or enter into any contract exceeding the value of [AMOUNT] without the prior consent in writing of the other partners. If any partner exceeds this authority, the other partners shall have the option to take the goods or accept the contract on account of the partnership or to let the goods remain the sole property of the partner who shall have obligated himself or herself.11.SEPARATE DEBTSNo partner shall enter into any bond, or become surety or cosigner, or provide security for any person, partnership, or corporation, or knowingly condone anything by which the partnership property may be attached or taken in execution without the prior written consent of the other partners.Each partner shall punctually pay the partner’s separate debts and indemnify the other partners and the capital and property of the partnership against the partner’s separate debts and all expenses relating to such separate debts.12.BOOKS AND RECORDSBooks of account shall be maintained by the partners, and proper entries made in the books of allsales, purchases, receipts, payments, transactions, and property of the partnership. The books of account and all records of the partnership shall be retained at the principal place of business as specified in Article One. Each partner shall have free access at all times to all books and records maintained relative to the partnership business.13.ACCOUNTINGThe fiscal year of the partnership shall be from [MONTH AND DAY] to [MONTH AND DAY] of each year. On the [DAY] OF [MONTH], commencing in [YEAR], and on the [DAY] of [MONTH] in each succeeding year, a general accounting shall be made and taken by the partners of all sales, purchases, receipts, payments, and transactions of the partnership during the preceding fiscal year, and of all the capital property and current liabilities of the partnership. The general accounting shall be written in the partnership account books and signed in each book by each partner immediately after it is completed. After the signature of each partner is entered, each partner shall keep one of the books and shall be bound by every account, except that if any manifest error is found in an account book by any partner and shown to the other partners within [NUMBER] months after the error shall have been noted by all of them, the error shall be rectified.14.DIVISION OF PROFITS AND LOSSESEach partner shall be entitled to [%] of the net profits of the business, and all losses occurring in the course of the business shall be borne in the same proportion, unless the losses are occasioned by the willful neglect or default, and not the mere mistake or error, of any of thepartners, in which case the loss so incurred shall be made good by the partner through whose neglect or default the losses shall arise. Distribution of profits shall be made on the [DAY] OF [MONTH] each year.15.ADVANCE DRAWSEach partner shall be at liberty to draw out of the business in anticipation of the expected profits any sums that may be mutually agreed on, and the sums are to be drawn only after there has been entered in the books of the partnership the terms of agreement, giving the date, the amount to be drawn by the respective partners, the time at which the sums shall be draw, and any other conditions or matters mutually agreed on. The signatures of each partner shall be affixed on the books of the partnership. The total sum of the advanced draw for each partner shall be deducted from the sum that partner is entitled to under the distribution of profits as provided for in Article Ten.16.SALARYNo partner shall receive any salary from the partnership, and the only compensation to be paid shall be as provided in Articles Ten and Eleven.17.RETIREMENTIn the event any partner shall desire to retire from the partnership, the partner shall give [NUMBER] months’ notice in writing to the other partners. The continuing partners shall pay to the retiring partner at the termination of the [NUMBER] months’ notice the value of the interest of the retiring partner in the partnership. The value shall be determined by a closing of the booksand a rendition of the appropriate profit and loss, trial balance, and balance sheet statements. All disputes arising from such determination shall be resolved as provided in Article Twenty.18.RIGHTS OF CONTINUING PARTNERSOn the retirement of any partner, the continuing partners shall be at liberty, if they so desire, to retain all trade names designating the firm name used. Each of the partners shall sign and execute any assignments, instruments, or papers that shall be reasonably required for effectuating an amicable retirement.19.DEATH OF PARTNERIn the event of the death of one partner, the legal representative of the deceased partner shall remain as a partner in the firm, except that the exercise of this right on the part of the representative of the deceased partner shall not continue for a period in excess of [NUMBER] months, even though under the terms of this agreement a greater period of time is provided before the termination of this agreement. The original rights of the partners shall accrue to their heirs, executors, or assigns.20.EMPLOYEE MANAGEMENTNo partner shall hire or dismiss any person in the employment of the partnership without the consent of the other partners, except in cases of gross misconduct by the employee.21.RELEASE OF DEBTSNo partner shall compound, release, or discharge any debt that shall be due or owing to the partnership, without receiving the full amount of the debt, unless that partner obtains the priorwritten consent of the other partners to the discharge of the indebtedness.22.COVENANT AGAINST REVEALING TRADE SECRETSNo partner shall, during the continuance of the partnership or for [NUMBER] years after its termination by any means, divulge to any person not a member of the firm any trade secret or special information employed in or conducive to the partnership business and which may come to partner’s knowledge in the course of this partnership, without the consent in writing of the other partners, or of the other partners’ heirs, administrators, or assigns.23.ADDITIONAL CONTRIBUTIONSThe partners shall not have to contribute any additional capital to the partnership to that required under Article Four, except as follows: (1) each partner shall be required to contribute a proportionate share in additional contribution if the fiscal year closes with an insufficiency in the capital account or profits of the partnership to meet current expenses; or (2) the capital account falls below [AMOUNT] for a period of [NUMBER] months.24.ARBITRATIONIf any differences shall arise between or among the partners as to their rights or liabilities under this agreement, or under any instrument made in furtherance of the partnership business, the difference shall be determined and the instrument shall be settled by [NAME OF ARBIRATOR], acting as arbitrator, and the decision shall be final as to the contents and interpretations of the instrument and as to the proper mode of carrying the provision into effect.25.ADDITIONS, ALTERATIONS, OR MODIFICATIONSWhere it shall appear to the partners that this agreement, or any terms and conditions contained in this agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the partners will enter into, execute, and perform all further deeds and instruments as their counsel shall advise. Any addition, alteration, or modification shall be in writing and no oral agreement shall be effective.26.NOTICESAny notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at addresses already specified in this Agreement.27.HEADINGSHeadings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.ERNING LAWThis Agreement shall be construed and enforced in accordance with the laws of the state of [STATE].29.ENTIRE AGREEMENTThis Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein. This agreement shall not be altered, waived modified, or amended except in writing signed by the parties hereto and notarized.IN WITNESS WHEREOF, the parties have executed this Partnership Agreement at [DESIGNATE PLACE OF EXECUTION] the day and year first above written.FIRST PARTNER SECOND PARTNERAuthorized Signature Authorized SignaturePrint Name and Title Print Name and Title。

ACKNOWLEDGMENTThis Limited Power of Attorney (the “Agreement”) is made and effective [DATE].BETWEEN: [ATTORNEY NAME] (the “Attorney”), a corporation organized and existing under the laws of the [State], with its head office located at:[COMPLETE ADDRESS]AND: [YOUR COMPANY NAME] (the “Client”), a corporation organized and existing under the laws of the [State], with its head office located at:[YOUR COMPLETE ADDRESS]RECITALSKNOW ALL MEN BY THESE PRESENTS, that this Power of Attorney is given by Client to Attorney and that the Client hereby appoints Attorney to be its attorney and to do in its name and on its behalf anything that the Client can lawfully do by an attorney, including but not limited to;1.GENERAL GRANT OF POWERTo exercise or perform any act, power, duty, right or obligation whatsoever that Client now has or may hereafter acquire, relating to any person, matter, transaction or property, real or personal, tangible or intangible, now owned or hereafter acquired by Client, including, without limitation, the following specifically enumerated powers. Clients grants to Attorney full power and authority to do everything necessary in exercising any of the powers granted here as fully as Client might or could do if personally present, with full power of substitution or revocation, ratifying and confirming all that Attorney shall lawfully do or cause to be done by virtue of this power of attorney and the power granted here.2.COLLECTION POWERSTo forgive, request, demand, sue for, recover, collect, receive, hold all such sums of money debts, dues, commercial paper, checks, drafts, accounts, deposits, legacies, bequests, devises, notes, interests, stock certificates, bonds, dividends, certificates of deposit, annuities, pension, profit sharing, retirement, social security, insurance and other contractual benefits and proceeds, all documents of title, all property, real or personal, intangible or tangible property and property rights, and demands whatsoever, liquidated or unliquidated, now or hereafter owned by, or due, owing, payable or belonging to, Client or in which Client has or may hereafter acquire an interest to have, use, and take all lawful means and equitable and legal remedies and proceedings in Client’s name for the collection and recovery of them, and to adjust, sell, compromise, and agree for the same, and to execute and deliver for Client, on its behalf, and in its name, all endorsements, releases, receipts, or other sufficient discharges for the same.3.REAL PROPERTY POWERSTo bargain, contract, agree for, option, purchase, acquire, receive, improve, maintain, repair, insure, plat, partition, safeguard, lease, demise, grant, bargain, sell, assign, transfer, remise, release, exchange, convey, mortgage and hypothecate real estate and any interest in it (and including any interest which Client holds with any other person as joint tenants with full rights of survivorship, or as tenants by the entireties), lands, tenements and hereditaments, for such price, upon such terms and conditions, as Attorney shall determine.4.PERSONAL PROPERTY POWERSTo bargain, contract, agree for , purchase, option, acquire, receive, improve, maintain, repair, insure, safeguard, lease, assign, sell, exchange, redeem, transfer, hypothecate and in any and every way and manner deal in and with goods, wares, merchandise, furniture and furnishings, automobiles, bills, notes, debentures, bonds, stocks, limited partnership interests, certificates of deposit, commercial paper, money market instruments, and other securities, chooses in action and other tangible or intangible personal property in possession, for such price, upon such terms and conditions, as Attorney shall determine.5.GIFT POWERTo make gifts of any kind, provided, however, that the aggregate of all gifts to one done other than a charitable done, in any one year shall not exceed Client’s federal gift tax annual exclusion for the year in which the gifts are made, and this authority shall be non-cumulative.6.CONTRACT POWERSTo make, do, and transact every kind of business of whatever nature, and also for Client and in its name, and as its act and deed, to sign, seal, execute, deliver and acknowledge such stock certificates, stock powers, assignments separate from certificate, deeds, conveyances, leases and assignments of leases, covenants, indentures, options, letters of intent, contracts, agreements, closing agreements, certificates, mortgages, hypothecations, bills of lading, bills, bonds, debentures, notes, receipts, evidence of debts, releases and satisfaction of mortgage, judgments and other debts, waivers of statutes of limitation, and such other documents and instruments in writing of whatever kind and nature as may be necessary or proper in the premises, as fully as Client might do if done in its own capacity.7.BANKING POWERSTo make, draw, sign in client’s name, deliver and accept checks, drafts, receipts for moneys, notes, nor other orders for the payment of money against, or otherwise make withdrawals from any commercial, checking or savings account which Client may have in its sole name or in joint name with its spouse or other person(s), in any bank or financial institution, for any purpose which Attorney may think necessary, advisable or proper, and to endorse and negotiate in its name and deliver checks, drafts, notes, bills, certificates of deposit, commercial paper, money market instruments, bills of exchange or other instruments for the payment of money and to deposit same, as case or for collection, and cash into any commercial, checking or savings account which client may have in its sole name or in joint name with its spouse or other person(s), in any bank or financial institution; and to carry on and its ordinary banking business.8.TAX RETURNSTo prepare, execute and file reports, returns, declaration, forms and statements for any and all tax purposes including income, gift, real estate, personal property, intangibles tax, single business tax, or any other kind of tax whatsoever, to pay such taxes and any interest or penalty or additions to make and file objections, protests, claims for abatement, refund or credit in relation to any such tax proposed, levied or paid, to represent Client and to institute and prosecute proceedings in court or before any administrative authority to contest any such tax in whole or in part or for recovery of any amount paid in respect of any such tax, to defend or settle any amount paid in respect of any such tax, to give full and final receipt for any refund or credit and to endorse and collect any check or other voucher, to pay any and all such taxes and any interest, penalty or other additional amounts, to employ attorneys, accountants or other representatives and grant powers of attorney or letters of appointment for any of the purposes stated above.9.SAFE DEPOSIT BOXTo have access to any safe deposit box of which Client is a tenant or cotenant with full power to withdraw or change from time to time the contents of it; and to exchange or surrender the box and keys to it, renew any rental contract for it, and to do all things which any depository, association or bank or Attorneys may require, releasing the lessor from all liability in connection with it.10.EMPLOY AGENTSTo employ and compensates agents, accountants, attorneys, real estate brokers and other professional assistance and to retain and compensate such persons for services rendered, to waive any attorney-client privilege.11.MOTOR VEHICLESTo apply for a Certificate of Title upon, and endorse and transfer title, for any automobile, or other motor vehicle, and to represent in such transfer assignment that the title to the motor vehicle is free and clear of all lines and encumbrances except those specifically set forth in such transfer assignment.12.SETTEMENT POWERSTo adjust, settle, compromise or submit to arbitration any accounts, debts, claims, demands, disputes or matters which are now subsisting or may hereafter arise between Client or its Attorney and any other person or persons, or in which any property, right, title, interest or estate belonging to or claimed by Client may be concerned.13.LEGAL ACTIONSTo commence, prosecute, enforce or abandon, or to defend, answer, oppose, confess, compromise or settle all claims, suits, actions, or other judicial or administrative proceedings in which Client is or may hereafter be interested, or in which any property, right, title, interest or estate belonging to, coming to or claimed by Client may be concerned.14.DIVIDENDSTo receive all dividends which are or shall be payable on any and all shares of stock in any corporation which may stand in Client’s name on the books of such corporation or to which Client may be, in equity or otherwise, beneficially entitled; or to elect to reinvest such dividend, all as Attorney may deem appropriate.15.VOTE STOCKTo vote at all stockholder meetings of corporations and otherwise to act as Client proxy or representative in respect of any shares now held or which may hereafter be acquired by Client and for that purpose to sign and execute any proxies or other instruments in its name and on its behalf.16.TRANSFER STOCKTo sell, assign, transfer, and deliver all and any shares of stock standing in Client’s name on the books of any corporation, or to which Client may be, in equity or otherwise, beneficially entitled, and for the purpose to make and execute all necessary acts of assignment and transfer.17.INSURANCE AND EMPLOYEE BENEFIT PLANSTo redeem, surrender, borrow, extend, cancel, amend, pledge, alter or change, including change of beneficiary of any insurance policies in which Client may have an interest, as Attorney may deem proper and expedient, and for such purpose to sign and execute any documents, affidavits or forms required in Client’s name and on its behalf, except however, Attorney shall have nopower and authority over life insurance policies Client may own on Attorney’s life; and to exercise all powers and options involving retirement programs, compensation plans, pension, profit sharing and other employee benefit plans.18.SOCIAL SECURITY AND GOVERNMENT BENEFITSTo make application to any governmental agency for any benefit or government obligation to which Client may be entitled; to endorse any checks or drafts made payable to Client from any government agency for its benefit, including any Social Security checks.19.BUSINESS INTERESTSTo continue to conduct or participate in any business in which Client may be engaged or to carry out, modify or amend any agreement to which Client may be a party, and to sell, exchange, modify or terminate such interest to or with such person or persons as Attorney may deem proper and on such terms and with such security as Attorney may deem appropriate; execute partnership agreements, and amendments, incorporate, reorganized, merge, consolidate, recapitalize, sell, liquidate or dissolve any business; elect or employ officers, directors and Attorneys; carry out the provisions of any agreement for the sale of any business interest or the stock in it.20.BORROWTo borrow from time to time such sums of money and upon such terms as Attorney may think expedient for or in relation to any purpose or object which Attorney may deem proper or expedient, unsecured or upon the security of any of Client’s property, whether real or personal or otherwise, and for such purpose to give, execute in its name, deliver, and acknowledge promissory notes and /or renewals of, mortgages, pledges and guaranties with such powers and provisions as Attorney may think proper or requisite.21.DEBTS AND EXPENSESTo pay, compromise, and settle any and all bills, loans, notes or other forms of indebtedness owned by Client at the present time, or which may be owned by Client or incurred by Attorney for Client at any time in the future, and to incur and pay from any of Client’s assets or property all reasonable expenses in connection with the control, management, and supervision of Client’s property and the maintenance, support, care, and comfort of Client, including reasonable compensation for the services of professionals, and including the fees and charges of such attorneys, accountants or others as Attorney may, in the exercise of discretion, employ in the management of any of Client’s affairs.22.INVESTMENTSTo invest and reinvest in loans, stocks, bonds, including bonds purchased at a discount but redeemable at face value, securities, real estate, life insurance, annuities or endowment policies or combinations of them, or in any other investment which Attorney may deem proper, to reduce the interest rate at any time and from time to time on any mortgage or land contract; to deal with and give instructions to any brokerage firm with respect to the purchase, sale or other disposition of securities and other assets, add assets to or withdraw assets from any account in Client’s name, and sign any representation, certification or agreement, including agreements regarding margin, option trading, or commodities accounts, that Attorney deems advisable.23.RESTRICTIONS ON ATTORNEY’S POWERSA.Attorney cannot execute a will or codicil on Client’s behalf.B.Attorney cannot execute any trust on Client’s behalf, however, Attorney can enter into acustodial agreement with a bank with trust powers.C.Attorney cannot divert Client’s assets to itself, its creditors or its estate.D.Attorney shall not exercise, and shall not be vested with any incidents of ownership as toinsurance policies insuring Attorney’s life, owned by Clients.E.Attorney is a fiduciary, possessing no general or limited power of appointment.F.Attorney shall not exercise any powers which Client received from Attorney in a fiduciarycapacity, and Attorney shall have no authority to exercise any powers, the exercise of which would cause assets of mine to be considered as taxable in Attorney’s estate for the purposes of the federal estate tax or the [%] inheritance tax.24.INTERPRETATION AND GOVERNING LAWThis instrument is to be construed and interpreted as a general durable Power of Attorney. The enumeration of specific powers here is not intended to, nor does it, limit or restrict the general powers granted here to Attorney, Paragraph headings are for convenience only and are not to be deemed to be part of this instrument. This instrument is executed and delivered in the state of [STATE], and the laws of the state of [STATE] shall govern all questions as to the validity of this power and the construction of its provisions.25.THIRD-PARTY RELIANCEThird parties may rely upon the representation of Attorney as to all matters relating to any power granted to Attorney, and not person who may act in reliance upon the representations of Attorney or the authority granted to Attorney shall incur any liability to Client or its estate as a result of permitting Attorney to exercise any power, and for the purpose of inducing third parties to rely on this power of attorney, Client warrants that, if this power of attorney is revoked by Client or otherwise terminated, Client will indemnify and save such third party harmless from any loss suffered or liability incurred by such third party in good faith reliance on the authority of Attorney prior to such third party’s actual knowledge of revocation or termination of this power of attorney whether such termination is by operation of law or otherwise. This warranty shall bind Client’s heirs, devises and personal representatives.26.DISABILITY OF PRINCIPALThis power of attorney shall not be affected by Client’s disability. The authority of Attorney shall be exercisable notwithstanding Client’s later disability or incapacity or later uncertainty as to whether Client is alive. Any act done by Attorney during any period of Client’s disability or incompetency or during any period of uncertainty as to whether Client is alive shall have the same effect as though Client was alive, competent and not disabled, and shall inure to the benefit or and bind Client, its heirs, devisees and personal representatives.27.PHOTOGRAPHIC COPIESPhotographic or other facsimile reproductions of this executed power may be made and delivered by Attorney, and may be relied upon by any person to the same extent as though the copy were an original. Anyone who acts in reliance upon any representation or certificate of Attorney, or upon a reproduction of this power, shall not be liable for permitting Attorney to perform any act pursuant to this power.IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.ATTORNEY CLIENTAuthorized Signature Authorized Signature Print Name and Title Print Name and Title。

法律顾问聘用合同英文THIS LEGAL ADVISOR EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of [DATE], by and between [CLIENT NAME], a [CLIENT JURISDICTION] [type of entity, e.g., corporation], with its principal place of business located at [CLIENT ADDRESS] ("Client"), and [ADVISOR NAME], anindividual with an address at [ADVISOR ADDRESS] ("Advisor").1. Term of AgreementThe term of this Agreement shall commence on [START DATE] and shall continue in effect until [END DATE], unless earlier terminated in accordance with the provisions set forth in Section 6 below.2. Engagement of AdvisorClient hereby engages Advisor to provide legal advisory services (the "Services") as described in Exhibit A attached hereto. Advisor shall perform the Services in a professional and workmanlike manner and in accordance with all applicable laws and regulations.3. Compensation and ReimbursementIn consideration for the Services, Client shall pay Advisor a monthly retainer fee of [AMOUNT], payable in accordance with Exhibit A. In addition, Client shall reimburse Advisor forall reasonable and necessary expenses incurred in connection with the performance of the Services, provided that such expenses are approved in advance in writing by an authorizedrepresentative of Client.4. ConfidentialityAdvisor agrees to maintain the confidentiality of all confidential information obtained during the course of providing the Services, except as required by law or with Client's prior written consent.5. Intellectual PropertyAll intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, that are developed, created, or conceived by Advisor in the course of providing the Services shall be the sole property of Client.6. TerminationEither party may terminate this Agreement upon [NUMBER] days' written notice to the other party. Upon termination, Client shall pay Advisor for all Services performed and expenses incurred up to the date of termination.7. IndemnificationAdvisor shall indemnify and hold Client harmless from any and all claims, damages, and expenses arising out of or in connection with Advisor's gross negligence or willful misconduct in the performance of the Services.8. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the [JURISDICTION], without regard to its conflict of law provisions.9. Entire AgreementThis Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[CLIENT NAME] [ADVISOR NAME]By: ___________________ By: ___________________[NAME AND TITLE] [NAME AND TITLE]Exhibit A: Description of Services and Retainer Fee Schedule。

常年法律顾问合同英语范本5篇篇1Legal Consultation AgreementThis Legal Consultation Agreement (the "Agreement") is entered into by and between [Company Name], a [State] corporation with its principal place of business at [Address] ("Company"), and [Law Firm Name], a law firm licensed to practice law in the state of [State] with its principal place of business at [Address] ("Law Firm").1. Engagement of Law Firm. The Company hereby retains the Law Firm to provide legal consultation services and advice on an ongoing basis during the term of this Agreement. The Law Firm shall provide legal advice and consultation services in the areas of [specify areas of law] as requested by the Company.2. Scope of Services. The Law Firm shall provide the following services to the Company as part of this Agreement:a. Reviewing and advising on legal matters related to the Company's business operations;b. Drafting and reviewing contracts and other legal documents;c. Providing legal advice and consultation on regulatory compliance;d. Representing the Company in legal proceedings as required;e. Any other legal services as requested by the Company.3. Term. This Agreement shall commence on [Effective Date] and shall continue for a period of [Initial Term] months. Thereafter, this Agreement shall automatically renew for successive [Renewal Term] month periods unless terminated by either party with [Notice Period] days' written notice.4. Compensation. The Company shall pay the Law Firm for its services as follows: [Payment Terms]. The Company shall also reimburse the Law Firm for any out-of-pocket expenses incurred in the course of providing legal services under this Agreement.5. Confidentiality. The Law Firm shall treat all information provided by the Company as confidential and shall not disclose such information to any third party without the Company's prior written consent, except as required by law.6. Termination. Either party may terminate this Agreement at any time by providing [Notice Period] days' written notice to the other party. In the event of termination, the Law Firm shall be entitled to payment for all services rendered up to the date of termination.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of [State].8. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Company Name]By: ___________________________ Name: _________________________ Title: ________________________[Law Firm Name]By: ___________________________ Name: _________________________ Title: ________________________Date: __________________________篇2Annual Legal Counsel ContractThis Annual Legal Counsel Contract (the “Contract”) is entered into on this ___ day of ____, 20__, by and between [Company Name], a corporation organized and existing under the laws of the State of [State], with its principal place of business located at [Address] (hereinafter referred to as the “Company”), and [Law Firm Name], a law firm organized and existing under the laws of the State of [State], with its principal place of business located at [Address] (hereinafter referred to as the “Legal Counsel”).1. Scope of ServicesThe Legal Counsel agrees to provide legal advice and services to the Company in connection with its business operations, including but not limited to:- Drafting and reviewing contracts and agreements.- Providing legal opinions on various matters.- Representing the Company in legal proceedings, if necessary.- Advising on compliance with applicable laws and regulations.2. TermThe term of this Contract shall be for a period of one year, commencing on ____ and terminating on ____ unless earlier terminated by either party in accordance with the provisions of this Contract. The Contract may be renewed for additionalone-year terms upon mutual agreement of the parties.3. CompensationIn consideration for the services to be provided by the Legal Counsel under this Contract, the Company agrees to pay a monthly retainer fee of $____ to the Legal Counsel. In addition, the Company shall reimburse the Legal Counsel for anyout-of-pocket expenses incurred in connection with the performance of the services under this Contract.4. ConfidentialityThe Legal Counsel agrees to maintain the confidentiality of all information provided by the Company and its employees in connection with the performance of the services under this Contract. The Company also agrees to keep confidential all legal advice and opinions provided by the Legal Counsel.5. TerminationEither party may terminate this Contract by providing written notice to the other party at least [number] days prior to the intended termination date. In the event of termination, the Legal Counsel shall be entitled to payment for all services rendered up to the termination date.6. Governing LawThis Contract shall be governed by and construed in accordance with the laws of the State of [State]. Any disputes arising out of or in connection with this Contract shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.In witness whereof, the parties hereto have executed this Contract as of the date first above written.[Company Name]By:__________________________Name:Title:[Law Firm Name]By:__________________________Name:Title:篇3Legal Advisory Services AgreementThis Legal Advisory Services Agreement (the "Agreement") is entered into by and between [Client Name], having its principal place of business at [Client Address] ("Client") and [Law Firm Name], having its principal place of business at [Law Firm Address] ("Law Firm") on [Date].1. Services ProvidedLaw Firm agrees to provide legal advisory services to Client on an ongoing basis during the term of this Agreement. The scope of services shall include but not be limited to:- Reviewing and advising on legal documents, contracts, and agreements.- Providing legal opinions and advice on business matters.- Representing Client in legal proceedings, if necessary.- Conducting legal research and analysis on specific issues.- Reviewing compliance with applicable laws and regulations.2. TermThe term of this Agreement shall be for a period of [12 months], commencing on the date of signing and concluding on [Date]. The Agreement may be renewed upon mutual agreement of both parties.3. FeesClient agrees to pay Law Firm a retainer fee of [Amount] per month, payable on the first day of each month. In addition to the retainer fee, Client shall pay Law Firm for any additional services provided at an hourly rate of [Rate]. Law Firm shall provide Client with monthly invoices detailing the services rendered and fees incurred.4. ConfidentialityBoth parties agree to maintain the confidentiality of all information shared during the course of the engagement. This includes, but is not limited to, client information, legal strategies, and any other sensitive information. Law Firm shall not disclose any confidential information without the prior written consent of Client.5. TerminationEither party may terminate this Agreement with [30] days' written notice. In the event of termination, Client shall pay for all services rendered until the effective date of termination. Law Firm shall return any unused retainer fees within [10] business days of termination.6. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the state of [State]. Any disputes arising out of or related to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Client Name] [Law Firm Name]Client Signature Law Firm SignatureDate: Date:This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings,whether written or oral. This Agreement may not be amended except in writing signed by both parties.篇4**Annual Legal Counsel Service Contract**This Annual Legal Counsel Service Contract (the "Contract") is made and entered into on [Date], by and between [Company Name], a corporation organized and existing under the laws of [State/Country], with its principal place of business located at [Address] (hereinafter referred to as the "Company”), and [Law Firm Name], a law firm organized and existing under the laws of [State/Country], with its principal place of business located at [Address] (hereinafter referred to as the "Legal Counsel").**1. Scope of Services**1.1 The Legal Counsel agrees to provide legal services to the Company in accordance with the terms and conditions set forth in this Contract. The Legal Counsel shall be available to advise the Company on all legal matters relating to its business operations.1.2 The legal services to be provided by the Legal Counsel may include, but are not limited to, the following:- General legal advice and consultation- Contract drafting and review- Regulatory compliance- Litigation support- Intellectual property matters- Employment law issues- Corporate governance1.3 The Legal Counsel shall perform its services in a professional and timely manner, exercising the degree of skill, care, and diligence that is customary for legal professionals in the same field.**2. Term**2.1 The initial term of this Contract shall be for a period of one year commencing on [Date]. This Contract shall automatically renew for successive one-year terms unless either party gives written notice of termination at least 30 days prior to the end of the current term.**3. Compensation**3.1 In consideration for the legal services provided by the Legal Counsel, the Company agrees to pay the Legal Counsel a fixed monthly fee of [Amount] per month. The fee shall be payable in advance on the first business day of each month.**4. Confidentiality**4.1 The Legal Counsel agrees to keep all information received from the Company confidential and not to disclose it to any third party without the Company's prior written consent, except as required by law.4.2 The Company agrees to provide the Legal Counsel with all information necessary for the provision of legal services and to promptly respond to any requests for information from the Legal Counsel.**5. Termination**5.1 Either party may terminate this Contract upon written notice to the other party if the other party materially breaches any provision of this Contract and fails to cure such breach within 30 days of receiving written notice of the breach.5.2 Upon termination of this Contract, the Legal Counsel shall promptly return all documents and information provided by the Company and cease to provide any further legal services.**6. Governing Law**6.1 This Contract shall be governed by and construed in accordance with the laws of [State/Country]. Any dispute arising under or in connection with this Contract shall be resolved through arbitration in [City], in accordance with the rules of the [Arbitration Association].IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.[Company Name]By: ___________________________Name: ________________________Title: _________________________[Law Firm Name]By: ___________________________Name: ________________________Title: _________________________This Annual Legal Counsel Service Contract is hereby accepted and agreed to by the parties as of the date first above written.篇5Legal Consultation AgreementThis Legal Consultation Agreement (the "Agreement") is made and entered into on this ___ day of ______, 20___ (the "Effective Date") by and between [Name of Company], a company organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Address] (the "Company"), and [Name of Law Firm], a law firm organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Address] (the "Law Firm").1. Scope of Services1.1 The Law Firm agrees to serve as the Company's legal counsel and provide legal advice and consultation on matters related to [specific area of law or subject matter e.g. corporate law, intellectual property, employment law, etc.] during the term of this Agreement.1.2 The Company may request specific legal services from the Law Firm, subject to the terms and conditions of this Agreement.2. Compensation2.1 The Company shall pay the Law Firm a fixed fee of [amount] for the legal services provided under this Agreement. Payment shall be made within [number] days of receipt of an invoice from the Law Firm.2.2 The Company shall reimburse the Law Firm for any reasonable out-of-pocket expenses incurred in connection with the provision of legal services, subject to the Company's prior approval.3. Term and Termination3.1 This Agreement shall commence on the Effective Date and shall continue for a period of [number] years (the "Term"), unless terminated earlier by either party in accordance with the terms of this Agreement.3.2 Either party may terminate this Agreement upon [number] days' written notice to the other party. In the event of termination, the Company shall pay the Law Firm for all services rendered up to the date of termination.4. Confidentiality4.1 The Company and the Law Firm agree to maintain the confidentiality of all information shared between them duringthe term of this Agreement, including but not limited to proprietary information, business plans, and legal strategies.4.2 The Company and the Law Firm shall not disclose any confidential information to third parties without the other party's prior written consent.5. Governing Law5.1 This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].5.2 Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of [Arbitration Institution].IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first written above.[Name of Company][Name of Law Firm]By: ______________________________ By:______________________________Name: Name:Title: Title:。

设立公司协议书英文模板Company Establishment AgreementThis Company Establishment Agreement (the "Agreement") is made and entered into on [Date], by and between [Company Name], a legal entity organized and existing under the laws of [Jurisdiction] with its registered office at [Address] (hereinafter referred to as the "Company"), and the undersigned shareholders (collectively referred to as the "Parties").1. PurposeThe purpose of this Agreement is to set forth the terms and conditions for the establishment of the Company and the rights and obligations of the Parties involved.2. Formation of the Company2.1 ShareholdersThe Parties agree to establish a joint venture company, named [Company Name], to be incorporated under the laws of [Jurisdiction].2.2 Share CapitalThe initial share capital of the Company shall be [Amount] [Currency], divided into [Number] shares, with a par value of [Value] [Currency] each. The shareholders shall subscribe to and pay for the shares in accordance with the agreed contribution schedule.2.3 Articles of IncorporationThe Parties shall prepare and execute the Articles of Incorporation, which shall detail the organizational and operational structure of the Company, including but not limited to the company name, registered office, business scope, share capital, and governance structure.3. Shareholder Rights and Obligations3.1 Voting RightsEach shareholder shall be entitled to one vote per share held in the Company.3.2 Shareholder MeetingsShareholder meetings shall be held as deemed necessary by the Board of Directors or upon request of any shareholder. Notice of the meeting shall be provided to all shareholders within a reasonable period prior to the meeting date.3.3 Share TransfersShareholders may transfer their shares subject to the terms and conditions specified in the Articles of Incorporation and relevant laws and regulations. Any proposed share transfer shall be first offered to the existing shareholders before being offered to third parties.4. Board of Directors4.1 CompositionThe Board of Directors shall consist of [Number] directors, appointed by the shareholders. Each shareholder shall have the right to appoint a certain number of directors based on their shareholding percentage.4.2 Powers and ResponsibilitiesThe Board of Directors shall be responsible for the management and administration of the Company's affairs, including but not limited to strategic decision-making, appointment of officers, and financial oversight.5. Financial Matters5.1 Financial YearThe financial year of the Company shall be from [Date] to [Date], in accordance with the laws of [Jurisdiction].5.2 AuditingThe financial statements of the Company shall be audited annually by an independent auditor appointed by the shareholders.6. Confidentiality and Non-CompetitionThe Parties agree to maintain the confidentiality of any information related to the Company's business operations and shall not engage in any activities that compete with the Company's business during the term of this Agreement and for a specified period thereafter.7. Term and TerminationThis Agreement shall remain in effect until terminated by mutual agreement or in accordance with the provisions specified in the Articles of Incorporation.8. Governing Law and Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be resolved through amicable negotiations. If the disputes cannot be settled amicably, they shall be submitted to the jurisdiction of the courts of [Jurisdiction].9. Miscellaneous9.1 Entire AgreementThis Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes any previous agreements, written or oral, relating to the establishment of the Company.9.2 AmendmentsAny amendments or modifications to this Agreement shall be made in writing and duly executed by the Parties.9.3 SeverabilityIf any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.IN WITNESS WHEREOF, the Parties hereto have executed this Company Establishment Agreement as of the date first above written.[Company Name][Company Seal/Signature]Shareholder 1: ___________________Signature: ______________________ Shareholder 2: ___________________ Signature: ______________________ Shareholder 3: ___________________ Signature: ______________________ And so on, for each individual shareholder.。