咨询协议,CounsaltingServiceContract(英文版)

CONSULTING SERVICE CONTRACT

This Agreement is made by and between:

Party A :【】,an corporation having its principal place of business at 【】Its Business License No.【】;

AND

Party B ：【】,an corporation having its principal place of business at 【】Its Business License No.【】

“Party A”and “Party B” individually referred to as the“Party” and collectively as the “Parties”,

Whereas

(i)Party A is an independent company

(ii)Party B is

Party A and Party B, intending to be legally bound, Party A entrust Party B to provide the consulting service, and in consideration of the mutual promises and covenants contained herein, agree as follows:

1.Item of service

The “Service” herein referred to, is the .

1）……

2.Service Period

Party B will provide the service to Party A from【】to【】

3.Price and Payment Terms

1)Price: The total service fee is【RMB/USD/HKD】XXXXXXXX

(including/excluding tax)

2)Payment Term: Party A agrees to pay the amount of service fees for the

following fixed term:

①Within 【】days after the signature date, and Party B begin to provide the service, Party A shall pay【RMB/USD/HKD】XXXXXXXX to Party B, 【】% of the total service fee;

②Within 【】days after the service under the agreement has completely performed, Party A shall pay【RMB/USD/HKD】XXXXXXXX to Party B, 【】% of the total service fee;

……

3)The service fee shall be paid to the designated bank account of Party B, the

bank account information are as follows:

Name of the bank:

Address of the bank:

Beneficiary‘s account name:

Beneficiary‘s Bank account number:

4.Responsibility and Rights of Parties

1）Party A shall pay the service fee to Party B that comply with Art.3 under this agreement;

2）Party A need to provide the related necessary material(document) and information to Party B ;

3）Party B shall provide the service in diligence and meet the main requirement set in Art.1;

4）Party B shall complete the consulting service in the period under this agreement.

5.Disclaimers

1)Party B is not responsible for any interruption of Service due to problems

occurred on the Internet platform or any other reasons that cannot be

controlled by Party A;

2)Party B will not be responsible for the interruption of Service owing to orders

of government authorities or judicial bodies;

3)Party A agrees to compensate Party B any loss attributable to the fault of the

Party A;

4)Two parties agree that all claims shall be limited to direct damages due to the

breach of this Agreement. In no event shall either party be liable to the other

for any penalty, consequential, indirect, special or incidental damages

including, but not limited to, loss of profit or loss of technology or operation

rights or loss of business rights.

6.Breach of contract

In the event that either Party breaches any provision of the Contract that results in the other party incurring economic losses, the party in breach shall be liable to compensate the other party for the corresponding economic losses.

7.Jurisdiction and Lawsuit

1)This Contract is constructed and to be executed and interpreted by the laws of the

People’s Republic of【China/Italy】.

2)Any controversy or claim arising hereunder that cannot be resolved by the parties

themselves, shall be settled by the court in shanghai that have the jurisdiction of the disputes;

8.Force Majeure

The effected party shall notify the other party of the cases of force majeure occurred by telex or cable as soon as possible and shall send by registered airmail, within 20 days thereafter, a certificate issued by the authorities or departments concerned to the other party for confirmation.

Should the effect of the force majeure cases last for more than 100 days, both parties shall settle the problem of further execution of the Contract through friendly consultations as soon as possible.

9.Confidentiality

Except as expressly set forth herein, the parties shall maintain in confidence the Confidential Information of the other side. The parties shall not disclose such Confidential Information to any third party without the prior written consent of the other side.

Both parties shall abide by the terms of Confidentiality in this Contract and have obligation to maintain the Confidential Information after the termination of the Agreement. The obligation shall end only upon the consent of the other side or only if the disclosure of the Confidential Information will not cause any loss of the other