英文版技术协议合同书

2017-01-06

英文版技术协议合同书范文一

Party A (Employer) 甲方：雇主

Party B (Provider of Service) 乙方：技术服务提供商

Section one Service Items 第一条服务项目

1.1 PARTY A hereby retains PARTY B to provide the services outlined in Exhibits A and B which are incorporated and made a part of this Agreement (the “Services”).

甲方在此聘请乙方向其提供附件 A 和附件 B (附件 A 和附件 B 构成本协议不可分割之一部分)所列明的服务项目(下文简称为服务项目)。

1.2 PARTY B hereby accepts the obligations contained in this Agreement and subject to terms and conditions hereinafter set forth agrees to provide the Services.

乙方在此接受本协议项下之义务提供服务项目，并同意遵守本协议条款。

1.3 PARTY B shall also provide additional services specified in any future exhibit which may be agreed to between the parties in writing and subsequently incorporated into this Agreement. If PARTY A wishes to change the scope of the Services covered by this Agreement or wishes to obtain additional services not initially covered by this Agreement and/or not listed in an Exhibit, PARTY A shall so advise PARTY B and shall submit specifications to PARTY B. After receipt of the specifications, PARTY B shall promptly provide PARTY A with a cost estimate for performing the changed or additional services. Each work assignment shall be governed by the terms and conditions of this Agreement and by such supplementary written amendments of this Agreement or Exhibits as may be , from time to time, executed between the parties. In the event of a conflict between the terms of this Agreement and an Exhibit, the terms of this Agreement shall govern.

本协议双方当事人在将来就额外的服务项目达成书面同意，并以附件列明该额外服务项目并将此附件作为本协议之一部分，则乙方应当提供前述的额外服务项目。若甲方拟变更本协议所涉服务项目之范围或增加本协议项下之服务项目内容或增加附件中没有包括的新服务项目，甲方应当通知乙方并且应当将详细内容提供给乙方。收到该新增服务详细内容之后，乙方应当迅速向甲方提供一份变更服务或增加服务项目的成本预计清单。所有工作项目应当受本协议条款以及双方当事人随时签署的本协议书面补充协议以及附件的制约。若本协议条款与其附件条款有抵触，则应以本协议条款为准。

1.4 All Services and reporting on the results of the services provided by PARTY B hereunder shall be conducted in accordance with the applicable provisions of applicable federal, states and local laws, regulations and ordinances.

乙方提供所有服务项目以及报告其提供的服务项目结果，应当遵守适用的联邦的，州立的和地方法律，法规和法令中适用的规定。

1.5 If requested by PARTY A, PARTY B shall provide PARTY A with a certificate evidencing their accreditation by the appropriate accrediting body. Such accreditation shall remain in force during the period of this Agreement.

应甲方的要求，乙方应当向甲方提供能够证明其由相关鉴定机构鉴定合格的证明书。该证明书在本协议有效期间内应当完全有效。

Section 2 - Compensation And Expenses 第二条酬金和费用

2.1 PARTY A shall pay PARTY B, and PARTY B agrees to accept for the services to be performed under this Agreement, compensation as specified in Exhibit B. PARTY A shall not be required to pay any sum in excess of $_____. This sum is the maximum amount due under this Agreement for PARTY B work during the term of this Agreement except for reasonable travel expenses as specified in subsection 2.2, unless agreed otherwise in writing by the parties. Travel time is not compensable.

基于乙方在本协议项下所提供的服务项目，甲方应当向乙方支付附件B所列明数额的酬金，同时乙方同意接受该酬金。甲方所应支付的酬金总额不得超过美元。除非本协议双方当事人另有书面约定，该金额为乙方在本协议有效期间内提供服务项目的最高酬金，本协议 2.2 款所列的合理差旅费用另计。对差旅所耗时间，不作另行补偿。

2.2 Upon receipt by PARTY A of copies of receipts or other appropriate evidence of expenditures by PARTY B, PARTY A shall reimburse PARTY B for reasonable travel expenses (coach class airfare, ground transportation, lodging and meals) incurred by PARTY B at the request of PARTY A in rendering services hereunder.

甲方收到乙方送交的收据复印件或其它相关开支证明后，应当立即将乙方按照甲方要求提供本协议项下服务项目而产生的合理差旅费(经济舱飞机票，地面交通费，住宿费，餐费)补偿给乙方。

2.3 PARTY B’s federal I.D. or social security number is as specified in Exhibit B. It is agreed that PARTY B is responsible for the payment of any taxes. PARTY A will report payments made to PARTY B as required by applicable federal, state or local tax law or regulations.

乙方的联邦身份证号码或社会保险号如附件 B 所示。本协议双方当事人同意：乙方应当承担各项税金。甲方应当按照适用的联邦，州和地方税法或法规，将其向乙方支付的款项进行申报。

Section 3 - Confidentiality 第三条保密条款

3.1 With respect to any and all information acquired by PARTY B from PARTY A as a result of this Agreement or from performance of the Services to be rendered hereunder , including, but not limited to, information meaning, referring, relating or pertaining to the nature and existence of the parties’ business relationship, and any information developed during or arising from or in connection with such business collaboration (hereinafter “Confidential Information”), PARTY B agrees that it will not use said Confidential Information other than for the purposes of this Agreement, and it will not disclose any of said Confidential Information to any third party except to those of its employees and agents who need to know such Confidential Information and from whom PARTY B has secured agreement to be bound by the confidentiality obligations thereof , for a period of five (5) years; the foregoing obligation shall not apply to Confidential Information: (a) which can be shown to have been known to PARTY B prior to its receipt from PARTY A; (b) which is or lawfully becomes generally known to the public; (c) which is lawfully acquired from third parties who have a right to disclose such Confidential Information; (d) which by mutual agreement is released from a confidential status; and (e) which PARTY B is required by law to release, provided that PARTY A is given advance written notice of such requirement by PARTY B so that PARTY A may contest or limit such release.

对于由甲方因本协议提供给乙方的所有信息资料，以及由于提供本协议项下服务项目而由乙方获取的所有信息资料，包括但不限于与本协议双方当事人业务关系有关的任何信息资料，以及任何在双方当事人业务协作期间开发的信息资料(下文统称为“保密资料 ”)，乙方同意：在五年之内，乙方决不将前述“ 保密资料 ” 用于本协议目的之外的任何目的，决不将保密资料披露给任何第三方，乙方仅将保密资料提供给需要知道该等保密资料的雇员或代理人，并且乙方已经与获取该保密资料的雇员或代理人签订了保密协议;但是前述保密义务不适用于下列资料： (a) 有证据显示在甲方向乙方提供保密资料之前，乙方已经获得了该保密资料; (b) 公众领域内的资料或合法进入公众领域的资料; (c) 以合法的方式从有权披露该保密资料的第三方获取的保密资料; (d)本协议双方当事人同意解除保密状态的资料; (e) 乙方应法律要求披露的保密资料，但乙方应当将该法律要求提前以书面形式通知甲方，以便甲方可以反对或限制该等披露。

3.2 The terms of this Section 3, and the parties’ obligations hereunder , shall survivetermination or expiration of this Agreement and the completion of PARTY B’s Services hereunder .

本协议第三条各条款以及各方在该条项下之保密义务，在本协议终止或届满以及乙方完成服务项目之后继续有效。

Section 4 - Term And Termination 第四条协议有效期间和协议终止

4.1 This Agreement shall be effective from the date shown above and shall thereafter remain in full force and effect until completion of the Services provided herein , or pursuant to any subsequent Exhibit hereto , whichever is later.

本协议自序文所载之日期生效，至本协议项下之服务项目完成时终止，或者按照本协议附件规定终止(以其中较迟者为准)。

4.2 In the event that either party commits a breach or default in any of the terms or conditions of this Agreement and that party fails to remedy that default or breach within thirty (30) days after receipt of notice of that breach from the other party, the party giving notice may, at its option terminate this Agreement by sending written notice of termination to the other party. PARTY A, however, shall have the right to terminate this Agreement (for other than default or breach by PARTY B) at any time by giving appropriate written notice at thirty (30) days prior to the desired termination date. Upon receipt of notice of termination, PARTY B shall cease performance of the Services unless requested otherwise by PARTY A. The obligations of PARTY B under Sections 3, 8 and 12 of this Agreement will survive termination of this Agreement.

若本协议任何一方违反本协议任何条款，并且在收到对方当事人相关通知之日起三十( 30 )日内未对其违约行为采取补救措施，则发出该通知的一方有权自行向对方发送书面通知，终止本协议。另外，甲方有权随时终止本协议，但应当在其期望的终止日期三十( 30 )日前以书面形式通知对方( 乙方违约的除外)。乙方一旦收到终止通知，应当立即停止提供服务项目，甲方另有要求的除外。乙方在本协议第三条，第八条和第十二条项下的义务在本协议终止之后仍然有效。

4.3 All data and other information resulting from the Services shall be the sole property of PARTY A and shall be subject to PARTY A’s exclusive use, commercial or otherwise.

由服务项目所产生的所有数据和其他信息资料一律属于甲方的财产，仅由甲方独家使用，包括用于商业和其它目的。

4.4 Upon the termination of this Agreement or the Services for any reason, promptly upon request from PARTY A, (i) PARTY B shall immediately deliver to PARTY A (or, at PARTY A’s direction, destroy) any and all data, documents, designs, results, work product and deliverables (whether complete or not), works-in-progress, and other information resulting from or related to the Services, and (ii) PARTY A shall immediately return to PARTY B (or, at PARTY B’s direction, destroy) any data, documents and other information containing PARTY B’s Confidential Information that are unrelated to the Services, the work product, deliverables, or the work performed under this Agreement.

本协议或本协议项下之服务项目无论由于任何原因终止之后，经甲方要求， (i) 乙方应当立即将由服务项目产生的或与服务项目有关的所有数据，文件，设计，生成物，工作产品和其它应交付物品(包括最终完成的和尚未完成的)，未完工作品和其它资料交还给甲方，或者按照甲方的要求销毁;(ii) 甲方应当将含有乙方保密资料的，但是与本协议项下服务项目、工作产品，应交付物品或本协议项下工作无关的数据，文件和其他资料立即归还给乙方(或应乙方要求销毁)。

Section 5 - Publicity And Publication 第五条宣传和公布

5.1 PARTY B may not disclose that PARTY A has retained PARTY B for professional services unless PARTY A specifically agrees in writing that such disclosure may be made.

乙方不得披露甲方已经聘请乙方提供专业服务项目，甲方明确以书面形式同意乙方披露的情况除外。

5.2 Such limitations shall not apply to disclosures which PARTY A or PARTY B is required by law to make.

若法律要求甲方或乙方进行上述披露，则上述限制不适用。

5.3 PARTY B shall not (a) publicize in any form, including but not limited to the delivery of results or reports to third parties; the results, its report or any part thereof ; (b) use or cause to be used such results or report for the purpose of initiation of claims, legal proceedings, advertisements, public relations or marketing.

乙方不得 (a) 以任何方式、形式将成果或报告或其任何部分给予任何第三方; (b) 将前述成果或报告用于或者促成他人用于启动索赔、法律程序、广告、公共关系或营销活动。

Section 6 - Independent Contractor 第六条独立承包商

6.1 PARTY B shall perform the Services under this Agreement only as an independent contractor, and nothing contained herein shall be construed to be inconsistent with that relationship or status. PARTY B, its employees, and agents shall not be considered employees or agents of PARTY A. This Agreement shall not constitute, create, or in any way be interpreted as, a joint venture, partnership, or business organization of any kind.

乙方应当以独立承包商的身份履行本协议项下的服务项目，本协议不产生任何其它与此关系或地位不符的关系。乙方，以及其雇员和代理人不得被视为甲方的雇员或代理人。本协议不构成、创设或以任何方式解释为任何合资企业，合伙或其它商业组织。

Section 7 - Force Majeure 第七条不可抗力

7.1 Neither PARTY A nor PARTY B shall be liable for delays in performing or any failure to perform any of the terms of this Agreement caused by the effects of fire, strike, war (declared or undeclared), insurrection, government restriction or prohibition, force majeure or other causes reasonably beyond its control and without its fault, but the party failing to perform shall use all reasonable efforts to resume performance of this Agreement as soon as feasible. Any episode of force majeure which continues for forty-five (45) days from the date of notification of its existence shall give the non-affected party the right to terminate this agreement upon fifteen (15) days additional written notice.

若本协议任何一方当事人由于火灾，罢工，战争(无论是否经过宣战)，暴动，政府管制或禁止，不可抗力或其它无法合理控制并且自身没有过错的情况，而无法履行或迟延履行本协议的任何条款，则该方对此不承担责任，但是，遭遇前述事件的一方应当采取所有合理措施在可行的情况下尽快恢复履行本协议。若前述不可抗力事件自通知存在之日起延续四十五( 45 )日，则非遭遇该事件的一方有权终止本协议，但是应当提前十五(15 )日通知对方当事人。

Section 8 - Patents, Rights In Work Product And Trade Secrets

第八条专利权，工作成果权利和商业秘密

8.1 PARTY B hereby grants to PARTY A all right, title and interest in and to any invention, discovery, or improvement conceived or reduced to practice in connection with the Services performed hereunder by PARTY B’s officers, employees, representatives, and agents. PARTY B will keep and have its officers, employees, representatives and agents keep signed, witnessed, and dated written records of all such inventions, discoveries, or improvements, and will furnish PARTY A promptly with complete information in respect thereof , and will do all things necessary to protect the interest of PARTY A therein at PARTY A’s expense. With respect to patent applications filed by PARTY A, PARTY B agrees to promptly execute and have executed assignments thereof to PARTY A and any papers that PARTY A may consider necessary or helpful in such prosecution, or which may relate to any litigation or interference and/or controversy in connection therewith . The entire control, prosecution, and conduct of any patent application filed by PARTY A shall be outside the jurisdiction of and without expense to PARTY B and its officers, employees, representatives and agents. PARTY B acknowledges that PARTY A has the exclusive right to file patent applications in connection with the Services provided herein and with any inventions, discoveries or improvements made pursuant to the Agreement. PARTY B warrants that neither itself nor its employees, agents and representatives will prevent PARTY A in any way from filing patent applications or from applying the results of the Services carried out hereunder.

乙方在此将乙方管理人员、雇员、代表和代理人按照本协议所履行的服务项目有关的发明，发现或改进中包含的所有权利，所有权和利益全部授予甲方。乙方将保存所有经过签署的、亲历的、标注日期的关于前述发明，发现，改进的记录，并且将确保其管理人员、雇员、代表和代理人保存前述记录;乙方将迅速向甲方提供与该等记录相关的完整资料，并采取一切必要措施保护甲方在其中的利益，但是由此所产生的费用应当由甲方承担。对于由甲方提出的专利申请，乙方同意将及时签署或促成他人签署相应的转让文件以及甲方认为对该申请必需的或有帮助的其他文件，或者与该专利申请相关的任何诉讼，干涉和(或)纠纷有关的任何文件，并将前述的文件递交与甲方。乙方及其管理人员、雇员、代表和代理人一律无权涉及甲方提交的任何专利申请的整体控制和过程，也一律无须承担由此产生的任何费用。乙方承认：就本协议项下之服务项目以及按照本协议所产生的发明，发现和改进，甲方拥有独家权利提出专利申请。乙方保证乙方本身及其管理人员、雇员、代表和代理人不得以任何方式阻甲方提出专利申请或使用本协议项下服务项目的成果。

8.2 All drawings, reports, designs, data, protocols, results of analysis, technical information, original works of authorship and all other information emanating from the performance of the Services rendered hereunder or any additional services subsequently agreed upon are works for hire and shall be reported to PARTY A and become its sole property.

基于本协议项下提供的服务项目或双方当事人随后同意的额外服务项目所产生的所有图纸，报告，设计，数据，草案，分析结果，技术资料，具有明确作者的原始作品以及其它一切资料，仅供出租，并且均应当向甲方报告，并成为甲方独有的财产。

8.3 It is mutually agreed and understood that PARTY B has the right to enter into this Agreement and will not disclose to nor use for the benefit of PARTY A any trade secrets of another party in the performance of the Services under this Agreement.

双方当事人同意并一致理解：乙方有权订立本协议，并且在履行本协议的过程中，乙方不得将第三方的商业秘密披露给甲方，也不得将其用于为甲方牟利。

8.4 PARTY B’s agreements with its officers, employees, representatives and agents will contain appropriate terms to effectuate the provisions of this Section 8, and Section 3, of this Agreement.

乙方与其管理人员、雇员、代表和代理人应当包含实施本协议第八条，第三条规定的条款。

8.5 Notwithstanding the foregoing, PARTY B shall retain ownership rights in and to all calculation methods, software programs, methods of analysis and investigation used by PARTY B to provide the Services.

尽管有上述规定，对于乙方应用于服务项目的所有计算方式，软件程序，分析研究方法，乙方有权继续拥有所有权。

8.6 In case of publication by PARTY A of all or part of the results of analysis carried out by PARTY B, PARTY A shall not use PARTY B’s name, logo or trademarks, without its prior written consent.

若甲方出版或公布乙方所作的分析结果，无论是全部或部分内容，未经乙方事先书面同意，甲方不得使用乙方的标识或商标。

Section 9 – Liability, Warranty and Indemnification 第九条责任、保证和补偿条款

9.1 PARTY B shall be liable for the reimbursement of actual, proven and direct expenses incurred by PARTY A solely as a result of PARTY B’s negligence or willful misconduct in the performance of the Services hereunder , provided, however, that PARTY A demonstrates such actual and direct expenses by competent proof. In no event shall PARTY B be liable for special or consequential damages.

若在履行本协议项下的服务项目过程中，乙方有疏忽或有意的不当行为，导致甲方遭受任何实际的、能够证实的和直接费用，则乙方应当就此对甲方进行全额补偿;然而甲方应当提供充分的证据证明该等费用。乙方决不承担任何特殊的或者间接的损失。

9.2 PARTY B shall use its best efforts when selecting a subcontractor and PARTY A shall have the right to approve any subcontractor. In the event PARTY A is not satisfied with any subcontractor used by PARTY B at any time, it shall have the right to a replacement.

乙方应当采取最大努力挑选分包商，同时，甲方对分包商有批准权。若甲方对乙方聘用的分包商不满意，甲方有权要求其撤换。

9.3 PARTY B represents, warrants and covenants that: (i) the Services to be provided hereunder shall be performed in accordance with professional standards, shall meet the descriptions provided in Exhibit “A”, and shall be free from material errors or other defects; (ii) the work product and deliverables provided to PARTY A hereunder , PARTY A’s use of same, and the Services provided hereunder do not and will not infringe or violate any patent, copyright, trademark, trade secret, mask work or other proprietary or ownership right of any third party; (iii) PARTY B has the right to provide the Services and grant Client the rights granted herein , without the need for any assignments, releases, consents, approvals, immunities or other rights not yet obtained; (iv) PARTY B has the full power to enter into this Agreement and to perform its obligations hereunder ; (v) the performance of the Services shall be in compliance with any and all applicable laws and regulations; and (vi) PARTY A shall receive free, good and clear title to all work product and deliverables.

乙方在此作出如下陈述、保证和承诺： (i) 乙方应当按照专业标准提供本协议项下的服务项目，其提供的服务项目应当符合附件A的描述，并且不得存在任何实质性的错误或其它缺陷; (ii) 在本协议项下向甲方提供的工作产品和应交付物品，甲方使用该等产品和交付物品以及乙方所提供的服务项目没有，也不会侵犯任何第三方专利权、版权、商标权，商业秘密，掩膜作品或其它产权或所有权; (iii) 乙方有权向客户提供服务项目并将其中的权利授予客户，而无须获得任何转让，过户，同意，批准，豁免或其它还没有获得的权利; (iv) 乙方有完全的公司权力订立本协议并履行本协议项下的义务; (v) 服务项目的履行应当遵守所有适用法律和法规; (vi) 甲方所获得的工作产品和应交付产品应当是免费的，处于良好状态并且具有完整的所有权。

9.4 PARTY B shall indemnify, hold harmless and defend PARTY A and PARTY A’s subsidiaries, affiliated companies, successors and assigns, and their respective officers, directors, employees and agents, from any and all claims, losses, liabilities, damages, settlements, expenses and costs, including, without limitation, reasonable attorneys’ fees, experts’ fees and court costs, whether actual or threatened, brought by third parties arising out of or related to any breach by PARTY B of a warranty hereunder or any material breach of this Agreement by PARTY B. PARTY A shall have the right, but not the obligation, to participate in the defense of any Indemnified Claim at its sole expense through counsel of its own choosing without forfeiting, reducing or otherwise affecting PARTY A’s right to indemnification hereunder . PARTY B may not settle any Indemnified Claim without the prior written approval of PARTY A, which approval shall not be unreasonably withheld or delayed.

若乙方违反本协议项下任何保证或实质性违反本协议，致使甲方及其子公司，关联公司，继承人和受让人以及各自的管理人员，董事，雇员和代理人遭受任何由第三方提出的索赔，诉讼，损失，赔偿责任，损害，费用，开支，包括但不限于合理的律师费，专家费和诉讼费，无论是实际产生或威胁要进行的，则乙方应当就此对甲方及其子公司进行全额赔偿，确保其免受任何上述损失和费用。甲方有权(并非义务)通过其选定的律师参与对前述“免责的诉讼”进行抗辩，由此产生的费用由甲方自行承担，甲方参与该等抗辩并不损害其在本协议项下获得补偿的权利。未经甲方事先书面同意，乙方不得就前述索赔诉讼达成和解，但是，甲方没有合理的理由不得拒绝或推迟同意乙方就前述索赔诉讼达成和解。

Section 10 - Audits 第十条检查

10.1 PARTY B shall at all times, upon reasonable notice, allow PARTY A, its designated representatives, and/or regulatory agencies, access to their premises, records, processes, and SOPs for purposes of ensuring compliance with the terms of this Agreement. Any corrective action resulting from such audits shall be implemented by PARTY B immediately.

应合理的通知，乙方应当随时允许甲方及其指定的代表和(或)管理代表进入乙方的办公场所，查阅记录，检查过程和标准操作程序，以确保符合本协议的规定。若检查后甲方要求采取纠正措施，则乙方应当立即采取措施纠正。

Section 11 - Communications And Payments 第十一条通知与支付款项

11.1 Checks will be made payable to: and sent to: 支票应当支付给： (名称)并送交至：

11.2 Any notice required or permitted hereunder shall be in writing and shall be deemed given as of the date it is: (a) delivered by hand; (b) by overnight or next day delivery; (c) received by Registered or Certified Mail, postage prepaid, return receipt requested; or (d) received by facsimile, as can be presumptively demonstrated by return fax or letter demonstrating successful facsimile transmission; and addressed to the party to receive such notice at the address(es) and/or facsimile telephone number(s) set forth below, or such other address as is subsequently specified to the notifying party by the receiving party in writing.

本协议项下所有通知应当以书面形式为之，并且在下列情况下视为已经交付： (a) 专人递送; (b) 经由隔日送达业务递送; (c) 由挂号邮件或保证邮件方式接受，邮资预付，需要回执; (d) 由传真接收，并回传真或信函证明已经成功发送;通知应当按照下列地址送交当事人，或按照下列电话号码传送，或者按照接受一方最近书面通知的地址或号码为准：

Section 12 – Arbitration and Applicable Law 第十二条仲裁和适用法律

12.1 The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement shall be submitted to final and binding arbitration before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the arbitration process called for in this agreement by filing a written demand for arbitration with JAMS, with a copy to the other party. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS and with one another in selecting a single arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings. The parties covenant that they will participate in the arbitration in good faith. The provisions of this Paragraph may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the 甲方gainst whom enforcement is ordered. The place of arbitration shall be Orange County, California. The arbitrators shall apply the law of the State of California (regardless of that jurisdiction‘s or any other jurisdiction’s choice of law principles).

12.1 本协议双方当事人同意：若因本协议或与本协议相关而产生任何争议，索赔或分歧，并且双方未能达成一致解决意见，则应当将前述争议、索赔或分歧提交至 JAMS 或其继承人按照美国仲裁法案( United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. )进行仲裁，其仲裁裁决具有终局性，对双方当事人具有约束力。本协议任何一方均有权向 JAMS (译注：Judicial Arbitration and Mediation Services 司法仲裁与调解机构)提交一份书面仲裁请求，以启动仲裁程序，并将该请求的一份复印件送交与对方当事人。仲裁应当按照提请仲裁时有效的 JAMS 综合仲裁规则( JAMS’ Comprehensive Arbitration Rules )进行。本协议双方当事人应当与 JAMS 以及对方协作，从 JAMS 中立成员小组中选定一名仲裁员并为仲裁程序作日程安排。本协议双方当事人承诺各自将以善意的态度参与仲裁。

任何一个有管辖权的法院均有权执行本款规定，寻求执行本款规定的一方当事人有权从本执行的一方当事人获得所有费用和开支(包括律师费)。仲裁地为加利福尼亚州的 Orange County 县。仲裁员应当适用加利福尼亚州法律(无论管辖权的选择或法律原则的选择)。

12.2 This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws rules.

本协议受加利福尼亚州法律管辖，不适用冲突法原则。

Section 13 – Survival 第十三条效力持续

13.1 The covenants and agreements set forth in Sections 3, 8 and 12 shall survive any termination or expiration of this Agreement and shall remain in full force and effect regardless of the cause of termination.

本协议第三条，第八条和第十二条中所载之承诺和协定在本协议终止或届满之后仍然持续有效，无论由于任何原因终止，前述条款之效力应当保持完整效力。

Section 14 – Validity of Provisions and Severability 第十四条条款的效力和可分割性 14.1 If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, (a) such provision shall be deemed amended to conform to applicable law of such jurisdiction so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intent of the parties, it will be stricken; (b) the validity, legality and enforceability of such provision will not in any way be affected or impaired thereby in any other jurisdiction; (c) the remainder of this Agreement will remain in full force and effect.

若本协议任何条款在任何管辖区域内无效或被视为无效，非法或无法执行， (a) 该条款应被视为已作修改，符合该管辖区域的适用法律，并且具有效力和可执行性，或者，若在保持双方当事人意图的前提下已经无法修改该条款，则该条款无效; (b) 该条款在其它管辖区域内的效力、合法性和可执行性不得因此受到任何影响; (c) 本协议其它条款的效力不受影响。

Section 15 - Miscellaneous 第十五条杂项

15.1 Neither party shall have the right to assign this Agreement or any of the rights or obligations hereunder without the prior written consent of the other party, except that Party A may assign this Agreement to an affiliate or a subsidiary or a successor to that area of its business to which this Agreement is related.

未经另一方事先书面同意，本协议任何一方不得转让本协议或其项下任何权利或义务，但是，甲方有权将本协议转让给本协议业务相关的其关联公司、子公司或继承人。

15.2 This Agreement constitutes the entire agreement between the parties on the subject matter and supersedes all prior contracts, agreements and understandings relating to the same subject matter between the parties. The parties intend this Agreement to be a complete statement of the terms of their agreement, and no change or modification of any of the provisions of this Agreement shall be effective unless it is in writing and signed by a duly authorized officer of PARTY B and 甲方. The parties specifically agree and acknowledge that PARTY B’s general conditions and conditions for the provision of services shall not apply to any transaction between them.

本协议构成双方当事人就本协议标的事项所达成的完全合意，本协议取代双方当事人此前就本协议标的事项所达成的所有合同，协议以及谅解协定。本协议双方当事人同意本协议构成双方的完整约定;本协议变更或修改必须经双方当事人授权代表以书面形式签署，否则无效。本协议双方当事人明确同意并承认：乙方为其服务项目所指定的一般性条款不适用于乙方和甲方之间的任何交易。

15.3 This Agreement is executed in two counterparts each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

本协议以一式两份副本签署，每份副本均应视为正本，各副本构成相同文件。

15.4 This Agreement between the parties shall be considered a basic agreement, the terms and conditions of which shall apply to each Exhibit agreed upon by the parties. Exhibits are hereby incorporated into this Agreement.

本协议应被视为基本协议，其条款应适用于双方当事人约定的所有附件。本协议附件构成本协议之一部分。

Party A (Employer) 甲方：雇主

Party B (Provider of Service) 乙方：技术服务提供商

Section one Service Items 第一条服务项目

1.1 PARTY A hereby retains PARTY B to provide the services outlined in Exhibits A and B which are incorporated and made a part of this Agreement (the “Services”).

甲方在此聘请乙方向其提供附件 A 和附件 B (附件 A 和附件 B 构成本协议不可分割之一部分)所列明的服务项目(下文简称为服务项目)。

1.2 PARTY B hereby accepts the obligations contained in this Agreement and subject to terms and conditions hereinafter set forth agrees to provide the Services.

乙方在此接受本协议项下之义务提供服务项目，并同意遵守本协议条款。

乙方提供所有服务项目以及报告其提供的服务项目结果，应当遵守适用的联邦的，州立的和地方法律，法规和法令中适用的规定。

应甲方的要求，乙方应当向甲方提供能够证明其由相关鉴定机构鉴定合格的证明书。该证明书在本协议有效期间内应当完全有效。

Section 2 - Compensation And Expenses 第二条酬金和费用

Section 3 - Confidentiality 第三条保密条款

3.2 The terms of this Section 3, and the parties’ obligations hereunder , shall survivetermination or expiration of this Agreement and the completion of PARTY B’s Services hereunder .

本协议第三条各条款以及各方在该条项下之保密义务，在本协议终止或届满以及乙方完成服务项目之后继续有效。

Section 4 - Term And Termination 第四条协议有效期间和协议终止

本协议自序文所载之日期生效，至本协议项下之服务项目完成时终止，或者按照本协议附件规定终止(以其中较迟者为准)。

4.3 All data and other information resulting from the Services shall be the sole property of PARTY A and shall be subject to PARTY A’s exclusive use, commercial or otherwise.

由服务项目所产生的所有数据和其他信息资料一律属于甲方的财产，仅由甲方独家使用，包括用于商业和其它目的。

Section 5 - Publicity And Publication 第五条宣传和公布

5.1 PARTY B may not disclose that PARTY A has retained PARTY B for professional services unless PARTY A specifically agrees in writing that such disclosure may be made.

乙方不得披露甲方已经聘请乙方提供专业服务项目，甲方明确以书面形式同意乙方披露的情况除外。

5.2 Such limitations shall not apply to disclosures which PARTY A or PARTY B is required by law to make.

若法律要求甲方或乙方进行上述披露，则上述限制不适用。

Section 6 - Independent Contractor 第六条独立承包商

Section 7 - Force Majeure 第七条不可抗力

Section 8 - Patents, Rights In Work Product And Trade Secrets

第八条专利权，工作成果权利和商业秘密

8.4 PARTY B’s agreements with its officers, employees, representatives and agents will contain appropriate terms to effectuate the provisions of this Section 8, and Section 3, of this Agreement.

乙方与其管理人员、雇员、代表和代理人应当包含实施本协议第八条，第三条规定的条款。

尽管有上述规定，对于乙方应用于服务项目的所有计算方式，软件程序，分析研究方法，乙方有权继续拥有所有权。

8.6 In case of publication by PARTY A of all or part of the results of analysis carried out by PARTY B, PARTY A shall not use PARTY B’s name, logo or trademarks, without its prior written consent.

若甲方出版或公布乙方所作的分析结果，无论是全部或部分内容，未经乙方事先书面同意，甲方不得使用乙方的标识或商标。

Section 9 – Liability, Warranty and Indemnification 第九条责任、保证和补偿条款

乙方应当采取最大努力挑选分包商，同时，甲方对分包商有批准权。若甲方对乙方聘用的分包商不满意，甲方有权要求其撤换。

Section 10 - Audits 第十条检查

Section 11 - Communications And Payments 第十一条通知与支付款项

11.1 Checks will be made payable to: and sent to: 支票应当支付给： (名称)并送交至：

Section 12 – Arbitration and Applicable Law 第十二条仲裁和适用法律

12.2 This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws rules.

本协议受加利福尼亚州法律管辖，不适用冲突法原则。

Section 13 – Survival 第十三条效力持续

Section 15 - Miscellaneous 第十五条杂项

15.3 This Agreement is executed in two counterparts each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

本协议以一式两份副本签署，每份副本均应视为正本，各副本构成相同文件。

本协议应被视为基本协议，其条款应适用于双方当事人约定的所有附件。本协议附件构成本协议之一部分。

英文版技术协议合同书范文二

The date of signature of

签署日期：

This Agreement is made on 1sr July, 2012 between NKH Electronic Company ( the Client ) and Electronic Institute (the “Consultant”), a faculty member/investigator at The university of Texas (the “UT’), and is effective on 1sr July, 2013. The Consultant has extensive experience regarding electronic technology, and the Company seeks to benefit from the Consultant’s expertise by retaining the Consultant as an exclusive Technical Consultant. The Consultant wishes to perform consulting services for the Company. Accordingly, the Company and the Consultant agree as follows:

此合同于2012年8月1日_在NKH电子公司(咨询方)和德克萨斯大学的电子研究所(服务方)之间之间订立，有效期至2013年8月1日。服务方在电子技术方面有着广泛的经验，并且咨询方把服务方作为一独家的技术顾问来受益于服务方的广泛的经验。服务方希望为咨询方提供咨询服务。因此，咨询方和服务方同意达成以下协议：

1、Services 服务内容

The consultant shall provide advice and consulting services to the Company with respect to matters related to computer electronic circuit. The consultant shall be engaged by the Company as a consultant for the exchange of ideas only and under the terms of this Agreement, shall not direct or conduct research for or on behalf of the Company. Any research which may be conducted shall be carried out The consultant under the auspices of a sponsored research agreement between Company and UT.

服务方应在计算机电路方面提供给咨询方以建议和咨询服务。咨询方应在此协议下聘用服务方作为只交换观点的顾问，而不应为或代表咨询方来指导或进行研究。任何研究必须在咨询方和德克萨斯大学之间的主持的研究协议下进行了。

Upon request by the Company and in return for compensation detailed in Article 2 hereof, the Consultant shall keep the company informed about the consultant applications, features, and specifications in the area of electronic product as they may broaden or change from time to time as well as be available for assisting in quality control issues.

根据咨询方的请求并作为本协议条款2所详述的作为补偿的回报，服务方应向“公司“通报有关电子产品领域的应用、特点和规格，因为它们将不时地扩大或改变，并且在质量控制方面有所帮助。

The Company acknowledges that the consultant is an employee of THE CONSULTANT and is subject to the UT’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. If there is a conflict between Consultant’s obligations under UT’s policies and any of Consultant’s obligations to Company pursuant to this Agreement, the Consultant’s obligations under the THE CONSULTANT policies take priority over any obligations the Consultant may have to the Company by reason of this agreement.

咨询方承认服务方是德克萨斯大学的一个雇员，并且遵守UT的政策，包括咨询、利益冲突和知识产权方面。如果根据德克萨斯大学的政策，在服务方的责任和根据此协议服务方对咨询方的责任有任何冲突的话，根据此协议，服务方在UT政策下的责任优先于服务方可能对于咨询方的责任。

2、Compensation 支付

As full consideration for the consulting services provided by the consultant, the Company shall pay the payment of US Dollar_____ to the Consultant.

对于服务方所给予的咨询服务的完整考虑，咨询方应支付给服务方________ 美元。

3、 Competition竞争

The consultant represents to the Company that the Consultant does not have any agreement to provide consulting services to any other party, firm, or company in the _____ industry on matters relating to the scope of this consultancy, and will not enter into any such agreement during the term of this Agreement. The Company acknowledges and agrees, however, that nothing in this Agreement shall affect the Consultant’s obligations to, or research on behalf of, THE CONSULTANT or any component of The University of Texas System, including, with The consultant limitation, obligations or research of the consultant in connection with a transfer by THE CONSULTANT of materials or intellectual property developed in whole or in part by the Consultant, or in connection with research collaborations.

服务方向咨询方保证，服务方应不会在此咨询范围内没有任何协议，向在______行业的任何一方、公司提供咨询服务。咨询方承认并同意，然而，此协议没有一点能影响服务方对得克萨斯大学系统的任何组成部分的责任或代表其进行的研究，包括，但不局限于，由德克萨斯大学的服务方全部或部分所开发的知识产权，或和研究合作有关的的转让。

4、Confidentiality保密

Etiher party may disclose to the other party any information that the disclosing party would normally freely disclose to the other members of the scientific community at large, whether by publication, by presentation at seminars, or informal scientific discussions.

任何任何一方可以向另一方透露透露方通常自由全部向科学团体所透露的任何信息，无论是通过出版，在研讨会上介绍，还是通过非正式的科学讨论。

The parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other (“Confidential Information”). Each party will use reasonable efforts to prevent the disclosure of any of the other party’s Confidential Information to third parties for a period of _____ (__) years from receipt thereof. The recipient may acquire information that pertains to the discloser’s processes, equipment, programs, developments, or plans that is both (i) disclosed or made known by the disclosure to the recipient and (ii) identified in writing as “proprietary” by the disclosure. The recipient agrees not to disclose any Confidential Information to third parties or to use any Confidential Information for any purpose other than performance of the services contemplated by this Agreement, with The consultant prior written consent of the Company.

双方，不时地，可以希望关于此协议下所考虑的工作，把保密信息相互透露(“保密信息”)。每一方应尽合理的努力来在收到之日起的_____年内防止任何另一方的保密信息向第三方泄露。收到者可以获得有关透露者的程序、设备、项目、开发，或计划的信息，包括(i)透露给或给收到者的，(ii)在透露的文中所提到是“所有权”的。接受方同意不把任何保密信息给第三方或用保密信息用于任何除了此协议所考虑的服务的执行，在没有咨询方的书面同意之前。

Confidential Information subject to paragraph 4(b) does not include information that (i) is or later becomes available to the public through no breach of this Agreement by the recipient; (ii) is obtained by the recipient from a third party who had the legal right to disclose the information to the recipient; (iii) is already in the possession of the recipient on the date this Agreement becomes effective; (iv) is independently developed by recipient; or (v) is required to be disclosed by law, government regulation, or court order. In addition, Confidential Information subject to paragraph 4(b) does not include information generated by the Consultant unless the information (i) is generated as a direct result of the performance of consulting services under this Agreement and (ii) is not generated in the course of the consultant’s activities as a THE CONSULTANT employee or THE CONSULTANT faculty member.

根据4(b)段有关的保密信息不包括以下信息：(i)由接受者在不违反此协议的前题下公众所能得到的;(ii)是由接受方从有权利向接受方透露的第三方那里获得的; (iii)在协议生效时已是接受者所拥有的;(iv)由接受者独自开发的;(v)由法律、政府规定或法院指令所需要的。另外，根据(4)b段的保密信息不包括由服务方所生成的信息，除非：(i)在此协议下由咨询服务完成所导致的直接结果; (ii)不是作为UT的雇员或德克萨斯大学_员工在咨询活动中所生成的。

5、Return of Materials 材料归还

The Consultant agrees to promptly return, following the termination of this Agreement or upon earlier request by the Company, all drawings, tracings, and written materials in the Consultant’s possession and (i) supplied by the Company in conjunction with the Consultant’s consulting services under this Agreement or (ii) generated by the Consultant in the performance of consulting services under this Agreement and not generated in the course of the Consultant’s activities as an THE CONSULTANT employee or THE CONSULTANT faculty member.

服务方同意，在此协议终止之日或应咨询方的早期要求，迅速归还服务方所拥有的所有画，描图和书面材料，以及：(i)在此协议下和服务方咨询服务有关的所提供的，或(ii)由服务方在此协议下所进行的咨询服务所生成的，但并不是作为德克萨斯大学_雇员或德克萨斯大学_成员在服务方的活动过程中所生成的。

6、Intellectual Property知识产权

Title to all inventions and discoveries made by Consultant resulting from the work performed hereunder shall reside in UT; title to all inventions and discoveries made by Company resulting from the research performed hereunder shall reside in company; title to all inventions and discoveries made jointly by consultant and Company resulting from the research performed hereunder shall reside jointly in THE CONSULTANT and company. Inventor ship shall be determined in accordance with U.S. Patent law.

在以下所进行的，由服务方所做的所有发明和发现的所有权应属于德克萨斯大学UT;在以下由咨询方所进行的研究和发现的所有发明和发现的所有权应属于咨询方;所有由服务方和咨询方所共同进行的研究所做的发明和发现的所有权应共同属于德克萨斯大学和咨询方。发明权应根据美国专利法进行确定。

After consultation with Company regarding the advisability of filing patent applications, THE CONSULTANT shall file appropriate United states and foreign patent applications for wholly or jointly owned THE CONSULTANT inventions. THE CONSULTANT will provide Company, on a confidential basis, a copy of any such application filed and any documents received or field during prosecution thereof and will provide company the opportunity to comment thereon. On any application on which an employee of Company is named as a co-inventor, Company will cooperate in obtaining execution of any necessary documents by its employees.

在和咨询方协商有关进行专利申请的建议时，德克萨斯大学_会在保密的基础上，提供给咨询方一任何这样申请的复印件和在进行过程中任何所收到的文件或领域，并且会给“公司机会来作出评论。对于任何”公司“的职员被命名为“共同发明人”的申请，咨询方会在获得其员工任何必要文件的过程中给予合作。

THE CONSULTANT agrees to grant to company an option to negotiate an exclusive, worldwide, royalty-bearing license to make, use or sell under any invention or discovery owned wholly or partly by THE CONSULTANT and made or conceived and reduced to practice during the term of this Agreement or within six(6) months thereafter and directly resulting from the performance of the consulting work conducted hereunder, with right of sublicense with accounting to UT. Company shall have three(3) months from disclosure of any invention or discovery to notify THE CONSULTANT of its desire to enter into such a license agreement, and a license agreement shall be negotiated in good faith within a period not to exceed six (6) months from company’s notification to THE CONSULTANT of its desire to enter into a license agreement, or such period of time as to which the parties shall mutually agree.

德克萨斯大学同意给予咨询方以机会，在制作，使用或销售任何完全或部分由UT所拥有的发明或发现，并且在此协议的期限内或在那以后的六个月内，由德克萨斯大学所拥有的次许可，给予独家的，全球范围内的版税许可。咨询方在任何发明或发现在透露的3个月内，会通知德克萨斯大学，它愿意签署一许可协议，并且此协议不应超过咨询方通知德克萨斯大学欲签署许可协议的六个月内进行，或此时间双方应一致同意。

If Company and THE CONSULTANT fail to enter into an agreement during that period of time, company shall have a right of first refusal with respect to any terms generally more favorable offered by THE CONSULTANT to a third party for a period of one (1) year thereafter.

In the event Company elects to exercise its option to negotiate a license in accordance with the procedures detailed above, it shall be obligated to pay all expenses, including attorney’s fees, incurred in searching prior art, obtaining search opinions, preparing applications, filing, prosecuting, enforcing or maintaining a patent or patent application with respect to the licenses invention in any country in which the patent or application is filed.

如果咨询方和德克萨斯大学在此日期内未能达成协议，咨询方将有首先拒绝的权利，拒绝UT给第三方在此一年后更优惠的条件。假如咨询方选择根据上述详细条款进行许可协商，它应付所有的费用，包括律师，搜寻先前艺术，获得搜寻观点，准备申请，档案，实施，以及专利或申请所进行的任何国家所进行的许可发明所进行的专利或专利申请的实施或维护。

7、Defense and Indemnification 辩护和赔偿

The company agrees, at its sole expense, to defend the Consultant and THE CONSULTANT against, and to indemnify and hold the Consultant and THE CONSULTANT harmless from, any claims or suits by a third party against the Consultant or THE CONSULTANT or any liabilities or judgements based thereon, either arising from the Consultant’s performance of services for the Company under this Agreement or arising from any company products which result from the consultant’s performance of services under this Agreement.

咨询方同意，独家出资，来为服务方和德克萨斯大学对于，并且赔偿和使服务方和德克萨斯大学免于来自第三方对服务方或德克萨斯大学的起诉或诉讼或基于这些基础上的判决，无论是来自基于此协议咨询方所作出的服务方的服务，还是来自在此协议下由服务方所进行的服务所产生的任何产品。

8、Term Extent期限延长

This Agreement shall be for a term of 10 months, renewable upon reasonable terms and conditions as may be agreed upon by the Company and the Consultant.

Termination of the Agreement under paragraph 8(a) above shall not affect (a) the Company’s obligation to pay for services previously performed by the Consultant or expenses reasonably incurred by the Consultant for which the Consultant is entitled to reimbursement under paragraph 2, above, (b) the Company’s obligations to recognize the priority of THE CONSULTANT and THE CONSULTANT intellectual property rights under paragraph 6(b), above, (c) the Company’s obligation to defend and indemnify the consultant and the Institute under paragraph 7 above, or (d) the Consultant’s continuing obligations to the Company under paragraphs 4(b) and 6(a), above.

此协议的有效期是10个月，可以由咨询方和服务方双方同意，在合理的条款基础上进行延长。在上述第8段(a)项下的协议的终止并不影响以下情况：(a)咨询方有责任支付由服务方所先前做出的服务或在第2段项下服务方所拥有的合理的补偿费用;(b)咨询方有责任对德克萨斯大学的优先权和德克萨斯大学在第6(b)段下的知识产权的认可;(c)咨询方有责任对服务方和第7段项下的研究所进行辩护和赔偿;或(d)服务方在第4(b)段下和在第6(a)段下对咨询方的持续责任。

9、 Miscellaneous其它

This Agreement shall inure to the benefit of and be binding upon the respective heirs, executors, successors, representatives, and assigns of the parties, as the case may be.

The relationship created by this Agreement shall be that of independent contractor, and the Consultant shall have no authority to bind or act as agent for the company or its employees for any purpose.

此协议应习惯于以下人员的利益并对他们有约束力：相应的继承人，执行人，继任者，代表，和双方的转让者，正如此案所示。此协议所产生的关系应是独立合同人的关系，并且服务方不应有任何权利，为了任何目的对咨询方或其雇员有约束力或作为其代理人。

The Company will not use the consultant’s or UT’s name in any commercial advertisement or similar material used to promote or sell products, unless the Company obtains in advance the written consent of both the Consultant and UT.

咨询方不应在任何商业广告或类似材料上有服务方或UT的名称，来促销或销售其产品，除非咨询方事先获得了服务方和德克萨斯大学的书面许可。

Notice or payments given by one party to the other hereunder shall be in writing and deemed to have been properly given or paid if deposited with the United States Postal Service, registered or certified mail, addressed as follows:

一方在以下给予另一方的通知或付款应以书面的形式进行，如果是有美国邮政服务机构进行付款，以挂号或挂号邮件的形式，就被认为是适当地给予或支付了，地址如下：

This Agreement replaces all previous agreements and the discussions relating to the subject matters hereof and constitutes the entire agreement between the Company and the Consultant with respect to the subject matters of this Agreement. This Agreement may not be modified in any respect by and verbal statement, representation, or agreement made by any employee, officer, or representative of the Company, or by any written documents unless it is signed by an officer of the Company and by the Consultant.

此协议将代替所有先前的和主题有关的协议和讨论，并作为与此协议有关主题的咨询方和服务方之间的完全协议。除非由咨询方和服务方的官员签字，此协议不可以在任何方面由咨询方的任何雇员，官员或代表进行修改，无论是口头的，介绍或是书面的。

If any term or provision of this Agreement is deemed invalid, contrary to , or prohibited under applicable laws or regulation of any jurisdiction, this Agreement (save only this sentence) shall be invalid.

如果协议中的任何条件或条款被认为是无效的，相反的或被现行法律或任何司法规定所禁止的，此协议(只记住这句话)应是无效的。

IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first stated above.

作为证人，双方认定此协议在签署之日的第一天起生效。

The signature of President of Client(咨询方负责人签署)

The signature of President of Consultant(服务方负责人签署)

英文版技术协议合同书范文三

Contract No.: _____________

Date of Signature: _________

Place of Signature: ________

This Contract is made and entered into through friendly negotiation by and between China ___________ (hereinafter referred to as “Client”), as one party, and________ (hereinafter referred to as “Consultant”), as the other party, concerning the technical consultancy service of_____, under the following terms and conditions:

Article 1 Contents of Technical Consultancy Service

1.1 Whereas Client desires to obtain the technical consultancy service from Consultant and Consultant has agreed to perform such services.

1.2 The Scope of Technical Services is defined in Appendix 1.

1.3 The Time Schedule for the Services is shown in Appendix 2.

1.4 The Manning Schedule is described in Appendix 3.

1.5 Consultant shall complete the Services within __________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within ____ months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.

Article 2 Both Parties' Responsibility and Liability

2.1 Client shall furnish to Consultant the pertinent data, technical service reports, maps and information available to him and shall give 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.

2.2 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.

2.3 Consultant shall furnish a sufficient number of competent personnel to perform its obligation hereunder, in addition to those personnel specifically listed in Appendix 3. 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.

2.4 Consultant shall provide Client with all the technical service reports and relevant documentation within the Scope of Technical Services and within the Time Schedule for the Services.

2.5 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 Client’s personnel with office space and necessary facilities as well as transportation.

2.6 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.

2.7 Any and all liability of Consultant with respect to this Contract shall be limited to the Total Contract Price received by Consultant for his profession services and shall terminate upon expiration of the warranty period set forth in Article 7.3.

Article 3 Price and Payment

3.1 The total contract price is__________(say ____________only) in ________(currency). The breakdown prices of the above mentioned total contract price are as follows:

Contract Price for Item 1: ______(say ____________only) in________ (currency);

Contract Price for Item 2: ______(say ____________only) in________ (currency);

Contract Price for Item 3: ______(say ____________only) in________ (currency);

Contract Price for Item 4: ______(say ____________only) in________ (currency).

3.2 The total contract price shall 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.

3.3 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 __________ in China to _________ for the account of Consultant.

In consideration for the services provided by Consultant hereunder, Client shall effect the payment to Consultant in accordance with the following manner and percentage:

3.3.1 _______ percent (________ %) of the total contract price, i.e._____________ (Say: ________ only), shall be paid by Client to Consultant within ________ (____) days after the client has received the following documents provided by Consultant and found them in order.

A. One (1) original and two (2) duplicate copies of Consultant's government approval, or a written statement of the competent authorities or relevant agency of Consultant's country certifying that such document is not required;

B. One (1) original and one (1) duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Consultant's Bank in favor of Client covering_______(Say:________ only), specimen of which is as per Appendix 4;

C. Five (5) copies of profoma invoice covering the total contract price;

D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

E. Two (2) copies of sight draft.

The said shall be delivered by Consultant not later than ____days after the effective date of the ________present Contract.

3.3.2 ________percent (____%) of the Contract price for Item 1, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.

A. Ten (10) copies of technical service report on Item 1;

B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

C. Two (2) copies of sight draft.

3.3.3 _____ percent (____%) of the Contract price for Item 2, i.e. _______(Say: ______ only) shall be paid by Client to Consultant within ________ (___) days after Client has received the following documents provided by Consultant and found them in order.

A. Ten (10) copies of technical service report on Item 2;

B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

C. Two (2) copies of sight draft.

3.3.4 ________percent (____%) of the Contract price for Item 3, i.e._____ (Say: ______only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.

A. Ten (10) copies of technical service report on Item 3;

B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

C. Two (2) copies of sight draft.

3.3.5 ________percent (____%) of the Contract price for Item 4, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.

A. Ten (10) copies of technical service report on Item 4;

B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

C. Two (2) copies of sight draft.

3.3.6 ________percent (____%) of the Total Contract price, i.e.______ (Say: ______only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.

A. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

B. Two (2) copies of sight draft.

3.4 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.

3.5 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.

Article 4 Delivery Schedule

4.1 The deadline for the arrival of the Technical service reports CIF _____ is:

A. Technical service report on Item 1: _________months after effectiveness of the Contract;

B. Technical service report on Item 2: _________months after effectiveness of the Contract;

C. Technical service report on Item 3: _________months after effectiveness of the Contract; and

D. Technical service report on Item 4: ________months after effectiveness of the Contract.

4.2 Consultant shall inform Client by fax when the Technical service reports are airmailed to Client indicating the date and number of airway bill. Client shall inform Consultant when the Technical service reports have been received.

4.3 Should any document be missing or damaged during the transport, Consultant shall be notified accordingly and within two (2) weeks the missing or damaged document shall be replaced by Consultant free of charge.

Article 5 Confidentiality

5.1 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.

5.2 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.

5.3 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.

Article 6 Taxes and Duties

6.1 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.

6.2 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.

6.3 All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by Consultant.

Article 7 Warranty

7.1 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 In the event of a failure of Consultant to provide Client with satisfactory services within the scope of work described in Appendix 1 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 work described in Appendix 1.

7.3 The Consultant‘s guarantee liability shall expire _____ months after its consultancy service is finally inspected and accepted by Client, or after final payment is made.

Article 8 Ownership of Technical Service Reports

8.1 Final version of the technical service report submitted to Client and all relevant data such as maps, plans and supporting material compiled in performing the Scope of Services, shall be the property of Client. Such materials shall be sorted and indexed by Consultant prior to transmission to Client.

8.2 Consultant shall be permitted to retain copies thereof, provided however that such materials, including the material furnished by Client as stated in Article 5 of this Contract, shall not be used by Consultant for purposes not related with this Project without the prior written approval of Client.

Article 9 Assignment

9.1 Neither Client nor Consultant shall assign or sublet their rights or obligations hereunder without the prior written consent of the other party.

Article 10 Termination

10.1 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 for such delay in delivery at the following rates:

A. ______ percent (____%) of the total contract price per week for the first four weeks;

B. _____ percent (____%) of the total contract price per week from the fifth week to the eighth week;

C. ______ percent (____%) of the total contract price per week from the ninth week of delay.

Odd days less than one (1) week shall be counted as one (1) week for calculating the liquidated damage.

10.2 The total liquidated damage for late delivery shall not exceed ______ percent (____%) 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.

10.3 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

A. Fails to deliver any or all of technical service reports within______(____) days after the scheduled delivery date as specified in Article 4; or

B. Fails to make the technical service reports meet the minimum level of Acceptance Standards as specified in Appendix 1.

Consultant shall refund to Client all the payments effected by Client to Consultant plus an interest at the rate of______ percent (____%) per annum in case of such a termination.

10.4 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.

A. Fails to perform its confidentiality obligation under Contract; or

B. Fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of______ (____) days upon receipt of the written notice or a period agreed upon between the parties;

C. Becomes bankrupt or insolvent; or

D. Affected by any event of Force Majeure for more than ______ days.

Article 11 Force Majeure

11.1 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.

11.2 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.

11.3 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.

Article 12 Arbitration

12.1 Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission,Shenzhen Sub-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.

12.2 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.

Article 13 Language and Standards

13.1 Correspondence except this Contract between Client and Consultant, data and documents made available by Client to Consultant and the technical service reports and drawings prepared by Consultant shall be in the English language.

13.2 Measures shall be written in the metric system.

Article 14 Governing Law

14.1 The construction, validity, and performance of this Contract shall be governed by the laws of the People's Republic of China.

Article 15 Effectiveness of the Contract and Miscellaneous

15.1 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.

15.2 Contract shall be valid and remain in force for_______(____) years from the Date of Effectiveness.

15.3 The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract.

15.4 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.

15.5 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.

15.6 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.

15.7 The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four (4) originals, two (2) for the Buyer and two (2) for the Seller.

Client:

Address:

Post Code:

Telephone: Fax:

E-mail:

Authorized Representative signature:

Signing Date:

Consultant:

Address:

Post Code :

Telephone:. Fax:

E-mail:

Authorized Representative signature:

Signing Date

英文版技术协议合同书

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