合 同 号： Contract No.
合 同 号： Contract No.
签订日期： Date of Signature：
签订地点： Place of Signature:
This Contract is made and entered into through friendly negotiation by and between Carbosynth Hong Kong Limited(hereinafter referred to as “Client”), as one party, and Carbosynth China Limited (hereinafter referred to as“Consultant”),as the other party, concerning the technical consultancy service of setting up JV in China feasibility and consultancy under the following terms and conditions:
第一条 合同内容 Article 1 Contents of Technical Consultancy Service
Whereas Client desires to obtain the service of from Consultant and Consultant has agreed to perform such services.
1.2 服务自合同签订之日起生效。Contract effect since the date of signing.
第二条 双方的责任和义务 Article 2 Both Parties' Responsibility and Liability
Client shall furnish to Consultant the pertinent data, technical service reports, maps and information available to him and shall give to Consultant the reasonable assistance necessary for carrying out of his duties. Particularly Client shall nominate a general representative who shall be available at reasonable time.
Client shall assist Consultant with the responsible authorities for obtaining visas, work permits and other documents required by Consultant to enter the country and to have access to the Site of the Project. The above expenses shall be borne by Consultant.
Consultant shall furnish a sufficient number of competent personnel to perform its obligation hereunder, in addition to those personnel specifically listed in Appendix All personnel employed by Consultant in carrying out the work shall be exclusively Consultant's responsibility, and Consultant shall hold Client harmless from any claims of any kind by Consultant's personnel arising out of any acts by Consultant or its personnel in connection with the work performed hereunder.
Consultant shall provide Client all the technical service reports and relevant documentation within the Scope of Technical Services and within the Time Schedule of the Time Schedule for the Services.
Consultant shall assist Client＇S personnel in his country in obtaining visas and in arranging lodgings. Hotel and boarding expenses shall be borne by Client. Consultant shall supply to Client＇S personnel office space and necessary facilities as well as transportation.
Consultant shall be responsible for and shall indemnify Client and his employee in respect of injury to person or damage to property occurring in connection with the services, to the extent that such damage or injury directly results from negligence of Consultant's personnel while engaged in activities under this Contract. Consultant shall be liable only to the work under this Contract.
第三条 价格与支付 Article 3 Price and Payment
The total contract price is 250 000 yuan(say two hundred and fifty thousand yuan only) in RMB currency. The breakdown prices of the above mentioned total contract price are as follows: Contract Price for Item 1: the environment of investment 100 000 yuan(say One hundred thousand yuan only) in RMB (currency); Contract Price for Item 2: technical service 60 000yuan(say sixty thousand yuan only) in RMB (currency); Contract Price for Item 3: travelling and accommodation 90 000 yuan(say ninety thousand yuan only) in RMB (currency)。
The total contract price will include all the service and technology provided by Consultant. The total contract price shall be firm and fixed and shall not fluctuate with any inflation. The total contract price shall include all charges and expenses incurred by Consultant in performing his obligations both in his own country and in the People's Republic of China and includes the expenses incurred in sending the Technical Documentation to Client's office by all kinds of forms.
In the event of Force Majeure as defined in the Contract, the total contract price shall be readjusted through friendly negotiations between the parties. If Client requires services not contemplated in the Scope of Services the parties shall friendly discuss an amendment to the total contract price. Any such amendment shall be in writing countersigned by both parties. This document shall then form integral part of the Contract.
All payments to be made by Client to Consultant under the present Contract shall be made by telegraphic transfer. In case of any payment by Client, the payment shall be effected through HSBC_in China to HSBC for the account of Consultant.
In case Consultant is liable for paying to Client the penalty under the Contract, Client shall have the right to deduct it from any said payment.
The banking charges of both parties incurred in China for the execution of the Contract shall be borne by Client and those incurred outside China shall be borne by Consultant.
第四条 交 付 Article 4 Delivery Schedule
咨询方在接受相关服务之后30天之内付款Payment within 30 days after the service .
第五条 保 密 Article 5 Confidentiality
All data assembled, developed, compiled, reproduced, studied, and prepared in connection with the work done hereunder and furnished to Consultant by Client shall be considered confidential and shall not be divulged to any person, firm or corporation other than Client or its designated representatives. This Clause shall remain binding on Consultant notwithstanding the termination of the Contract for any reason.
Within the validity period of Contract, Both parties shall take proper measures to keep the materials or information strictly confidential. The other party shall not disclose or divulge to any third party without prior written consent of one party.
Either party shall be obliged to keep confidential any secret information of the other party which either party and its personnel may obtain or be accessible to in the course of the performance of Contract. Either party shall not make use of or disclose such secret information obtained from the other party without prior written permission issued by the other party.
第六条 税 费 Article 6 Taxes and Duties
All taxes and duties in connection with and in the execution of Contract levied by the Chinese government on Client in accordance with the tax laws of PRC shall be borne by Client.
All taxes and duties levied by the Chinese government on Consultant, in connection with and in the execution of Contract, according to Chinese tax laws and the agreement between the government of PRC and the government of Consultant's country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Consultant.
Client is legally obliged to withhold, as a withholding agent, the amount of taxes pro rata each taxable payment under Contract and pay them to the relevant Chinese tax authorities. After receiving the tax receipts issued by the relevant Chinese tax authorities for the aforesaid withholding taxes, Client shall forward them to Consultant without undue delay.
All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by Consultant.
第七条 保 证 Article 7 Warranty
Consultant warrants that he has the experience and capability to efficiently and expeditiously perform the services in a satisfactory manner and that the services performed by him under this Contract shall be performed by competent personnel in accordance with accepted standards.
7.2 如果咨询方在其控制的范围内在任何时候、以任何原因向委托方提供本合同附件一中的工作范围内的服务不能令人满意，委托方可将不满意之处通知咨询方，并给咨询方30天的期限改正或弥补，如咨询方在委托方所给的期限 内改正或弥补，所有费用立即停止支付直到咨询方能按照本合同的规定提供令人满意的服务为止。
In the event of a failure of Consultant to provide to Client satisfactory services within the scope of work described in Appendix at any time for any reason within the control of the Consultant, Client may notify Consultant of such dissatisfaction. Consultant shall be afforded a period of days to correct or remedy the matter. Should Consultant within the time afforded by Client fail to correct or remedy the matter to the satisfaction of Client, all charges shall cease forthwith until such time as Consultant is able to provide satisfactory services in accordance with the Scope of 30 days’ work described in contact.
第八章 转 让 Article 8 Assignment
Neither Client nor Consultant shall assign or sublet their rights or obligations hereunder without the prior written consent of the other party.
第九章 违约和合同的解除 Article 9 Termination
If, due to the responsibility of Consultant, the technical service reports have not been delivered at dates according to the delivery schedules as stipulated in Article 4 of the Contract, Consultant shall be obliged to pay to Client penalty.
The total liquidated damage for late delivery shall not exceed ten percent (10%) of the total contract price. Payment of the liquidated damage for late delivery shall not release .Consultant from its obligation to deliver technical service reports.
Client may, without prejudice to any other remedy for Consultant's following breach of Contract, terminate Contract in whole or in part by a written notice of default send to Consultant, if Consultant
Either party may, without prejudice to any other remedy, terminate Contract in whole or in part by a written notice send to the other party, if the other party.
Fails to perform its confidentiality obligation under Contract
Fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of 30 days upon receipt of the written notice or a period agreed upon between the parties
C.破产或无力偿还债务； Becomes bankrupt or insolvent
Affected by any event of Force Majeure for more than 30 days.
第十章 不可抗力Article 10 Force Majeure
Should either party be prevented from performing any of its obligations under Contract due to event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of its occurrence by fax and send by registered airmail a certificate issued by the competent authorities or agency within fourteen (14) days following its occurrence.
The affected party shall not be liable for any delay or failure in performing any or all of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure without delay.
Both parties shall proceed with their obligations immediately after the cease of the event of Force Majeure or removal of the effects. The validity period of Contract and/or the scheduled period for relative execution of Contract shall be extended correspondingly.
第十一章 仲 裁Article 11 Arbitration
Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission，Shanghai Commission for arbitration in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of P.R.C.
Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.
Chapter 12 Effectiveness of the Contract and Miscellaneous
Both parties shall make effort to obtain the approval from the respective authorities, if necessary, within thirty (30) days after Contract is signed by the authorized representatives of the two parties. Either Party shall notify in writing the other party of the approval date. The later date of approval shall be taken as the Date of Effectiveness of Contract.
12.2 本合同有效期自合同生效之日起为3 年。
Contract shall be valid and remain in force for 3 years from the Date of Effectiveness.
The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract.
Appendices hereof shall be integral parts of Contract and have the same legal force as the text of Contract itself. The text of Contract shall prevail in case of any discrepancies between the text of Contract and Appendices.
All amendments, supplements, subtractions, or alterations to Contract shall be made in written form and become valid upon the signature of the authorized representatives of both parties. The valid amendments, supplements, subtractions, or alterations shall from an integral part of Contract. and shall have the same legal force as the text of Contract.
All communications between the parties shall be in English in written form during implementation of Contract. Faxes concerning important matters shall be confirmed timely by registered or express mails.
The Contract is made in two counterparts each in Chinese and English, each of which shall deem equally authentic. The Contract is in two originals, one for the Buyer and one for the Seller.
委托方: Client 咨询方: Consultant
地 址: Address: 地址：Adresss
授权代表签字: Signature 授权代表签字：Signature
签字日期: Signing Date 签字日期：Signing Date