consulting_agreement顾问协议书英文版

APPENDIX E

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreeme nt") is made and en tered in to. tdOy of ___________ , 200_ (the "Effective Date") by and between XYZ Corporation, a corporatio n duly orga ni zed un der law and hav ing an usual place of bus in ess at (here in after referred to as the “ Compa ny") and

__________________ of ______________________________ (here in after referred to as the "Con sulta nt").

WHEREASthe Company wishes to engage the Consultant to provide the services described here in and Con sulta nt agrees to provide the services for the compe nsati on and otherwise in accorda nee with the terms and con diti ons contained in this Agreeme nt,

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable con sideratio n, the receipt and sufficie ncy of which are hereby ack no wledged, accepted and agreed to, the Compa ny and the Con sulta nt, intending to be legally bound, agree to the terms set forth below.

1. TERM. Comme ncing as of the Effective Date, and con ti nuing for a period of __ ( ) years (the “ Term” unless earlier terminated pursuant to Article 4 hereof, the Consultant agrees that he/she will serve as a consultant to the Company. This Agreement may be ren ewed or exte nded for any period as may be agreed by the parties.

2. DUTIES AND SERVICES.

(a) Con sulta nt's duties and resp on sibilities shall be _______________________

_______________________________________________________________ (collectively, the “ Duties ” or “ Services ” ).

(b) Con sulta nt agrees that duri ng the Term he/she will devote up to __ ( ) days

per mon th to his/her Duties. The Compa ny will periodically provide the Con sulta nt with a schedule of the requested hours, resp on sibilities and deliverables for the applicable period of time. The Duties will be scheduled on an as-needed basis.

(c) The Con sulta nt represe nts and warra nts to the Compa ny that he/she is un der

no

con tractual or other restrictio ns or obligati ons which are incon siste nt with the executi on of this Agreement, or which will interfere with the performanee of his/her Duties. Consultant represe nts and warra nts that the executi on and performa nee of this Agreeme nt will not violate any policies or procedures of any other pers on or en tity for which he/she performs Services con curre ntly with those performed herei n.

(d) In performing the Services, Consultant shall comply, to the best of his/her kno

wledge, with all bus in ess con duct, regulatory and health and safety guideli nes established by

s bus in ess. the Compa ny for any gover nmen tal authority with respect to the Compa ny '

3. CONSULTING FEE.

(a) Subject to the provisi ons hereof, the Compa ny shall pay Con sulta nt a con sult

ing

fee of ____________ ($ _____ ) Dollars for each hour of Services provided to the Company

(the "Consuiting Fee’). The Consultant shall submit monthly, on the Company sstandard r eporting

form, a listing of his/her hours, the Duties performed and a summary of his/her activities. The Consulting Fee shall be paid within fifteen (15) days of the Company

the report and inv oice.

(b) Consultant shall be entitled to prompt reimbursement for all pre-approved expenses

incurred in the performanee of his/her Duties, upon submission and approval of written statements

and receipts in accordance with the then regular procedures of the Compa ny.

(c) The Consultant agrees that all Services will be rendered by him/her as an in depe

ndent con tractor and that this Agreeme nt does not create an employer-employee relationship

between the Consultant and the Company. The Consultant shall have no right to receive any

employee ben efits in clud ing, but not limited to, health and accide nt in sura nce, life in sura nce,

sick leave an d/or vacati on. Con sulta nt agrees to pay all taxes in clud ing, self- employme nt

taxes due in respect of the Con sult ing Fee and to indemnify the Compa ny in the eve nt the

Compa ny is required to pay any such taxes on behalf of the Con sulta nt.

4. EARLY TERMINATION OF THE TERM.

(a) If the Consultant voluntarily ceases performing his/her Duties, becomes physically

or men tally un able to perform his/her Duties, or is termi nated for cause, the n, in each in sta

nce, the Con sult ing Fee shall cease and termi nate as of such date. Any term in ati on

“ For Cause ” shall be made in good faith by the Company ' s Board of Directors.

(b) This Agreeme nt may be term in ated without cause by either party upon not less

tha n thirty (30) days prior writte n no tice by either party to the other.

(c) Upon term in atio n un der Sect ions 4(a) or 4(b), n either party shall have any further obligations under this Agreement, except for the obligations which by their terms survive this term

in ati on as no ted in Sectio n 16 hereof. Upon term in ati on an d, in any case, upon the Company

sequest, the Consultant shall return immediately to the Company all Con fide ntial In formatio n,

as here in after defi ned, and copies thereof.

5. RESTRICTEACTIVITIESDuri ng the Term and for a period of one (1) year thereafter, Con

sulta nt will not, directly or in directly:

(i) solicit or request any employee of or con sulta nt to the Compa ny to leave the