This contract (including its annexes) shall come into effect on XXXXX, and the contents of the contract are the agreement between XYZ Company (hereinafter referred to as "Party A") and ABC Company (hereinafter referred to as "Party B") on Party B's provision of specific services to Party A. Both parties agree as follows:
First, the service content
1. Party B agrees to provide Party A with the XXXXXXXXXXXXXX service listed in Annex A of this contract, which is a part of this contract. Annex A specifies the service content, time limit and standards of measurement results. The main contents include:
“AAA
" BBB
“CCC
“DDD
“EEE
Both parties shall sign and seal Annex A for confirmation. Annex A is an integral part of this contract and has the same legal effect as this contract.
2. If any mistakes or omissions in the work are caused by Party B's own fault, Party B shall unconditionally correct them without charging extra fees, and shall be responsible for the losses caused to Party A, and the compensation shall be limited to the service fees corresponding to the service contents specified in Annex A. If the work is delayed due to Party A's reasons, Party A will bear the corresponding losses.
Second, the acceptance
1. Party B shall deliver the work results to Party A after completing the phased work. The results are submitted in the form of written documents and effective electronic documents, including two written documents. Party A shall not bear any expenses (including but not limited to postage) arising from the submission of the results.
2. If one party disagrees with the phased work results, it must submit it to the other party in writing within XX working days from the date of delivery of the work results. Both parties shall reach an agreement and confirm whether the work results meet the agreed work standards (or work objectives) within XX working days from the date of written objection. Matters agreed and confirmed by both parties shall not be delayed without reason.
3. If both parties confirm in writing that the agreed work standards (or work objectives) have been reached, Party B will send a list of expenses for this stage to Party A; If the agreed work standard (or work target) is not reached, Party A has the right to temporarily stop paying the agreed service fee for this part, and Party B shall take necessary remedial measures.
Three. Payment of service fee
1. The total service fee is RMB (in words: RMB only). Within XX working days from the date of signing the agreement/contract, Party A will pay X% of the total service fee to Party B, namely RMB XXXXXXX (in words: RMB only) as the advance payment. Party B agrees to start the project after both parties sign the contract, and the advance payment will be deducted from the total service fee.
The fee structure is limited to the work listed in Appendix A. If Party A requests to expand the project scope, or Party B needs to repeat the project steps because Party A changes the agreed project content, Party B needs to re-evaluate the above fee structure.
2. Party A agrees to pay the project service fee except the advance payment in installments. At the end of each stage, Party A will receive the acceptance report signed by both parties, the expense bill of this stage and the official and effective tax invoice sent by Party B, and pay the agreed expenses to Party B within XX days thereafter. Both parties agree to pay in RMB.
3. The proportion and time of installment payment are as follows:
Proportional payment time of project stage payment
After the advance payment agreement is signed
After the first phase of XXXX is over.
After the end of the second stage XXX
After introducing the results of the third phase project.
4. Party A will immediately notify Party B in writing of any problems related to the invoice after receiving it, so that Party B can explain or solve the problems in time and Party A can pay on time.
5. Party B will bear reasonable travel expenses within the scope of project implementation.
6. Party B agrees to exempt the engineering miscellaneous fees.
Fourth, changes in services.
Party A may request in writing X working days in advance to change or increase the services provided. These changes should be finally agreed and recognized by both parties, including any cost adjustment related to these changes.
Verb (abbreviation of verb) termination of contract
Situation 1: Default
Both parties agree that neither party shall terminate this contract at will unless either party commits the following substantive breach of contract. The breaching party shall pay 5% of the total contract amount to the other party as liquidated damages.
1) Party A fails to pay the service fee in time as agreed, but refuses to pay after being urged by Party B in writing;
2) Party B fails to provide services according to the agreed standards, and it is still unable to make reasonable remedies after being put forward by Party A in writing.
After the termination of this contract, Party A shall settle the corresponding expenses of qualified work products delivered by Party B as of the date of termination of this contract (not thereafter) according to the provisions in Annex A. ..
Case 2: XXX project failed.
During the validity period of this contract, if the project between Party A and Party A fails, both parties agree to dissolve this contract according to the following steps.
1) Party A shall notify Party B in writing within 5 days from the date of officially announcing the project failure.
2) After the termination of this contract, Party A shall settle the expenses corresponding to the workload completed by Party B up to the termination date of this contract (non-termination) according to Annex A. ..
Delay caused by force majeure of intransitive verbs
If the performance of the contract is delayed due to force majeure, neither party shall be deemed to be in violation of this contract, and neither party shall be liable for the damage caused thereby, as long as it tries its best to eliminate the reasons for the delay and do its best (including but not limited to seeking and using alternative tools and methods) to eliminate the damage caused by force majeure, and notify the other party of the fact of force majeure and the possible damage within two days after the occurrence of force majeure.
Force majeure refers to all events that occur after the effective date of this contract and prevent either party from performing or partially performing this contract. These events are beyond the control of both parties and are inevitable or insurmountable and unforeseeable when this contract is signed. The above events include earthquake, typhoon, flood, war, international or domestic traffic interruption, government agency behavior, strike or labor dispute, fire or other facilities loss, supplier or other party default, computer failure and telephone system. These events constitute force majeure only if both parties to this contract cannot control, avoid or overcome them, but not of course.
During the delay in performance, the party suffering from force majeure shall implement reasonable alternatives, computer system disaster recovery, resource substitution or other commercially reasonable means to promote the performance of its obligations under this contract until the delay is eliminated.
Seven. Ownership of work products
"Work products" refer to work products specially customized, created, developed and produced by Party B for Party A, excluding works or materials derived from Party B's standard materials. Party A has complete ownership, use and control over the work results. In particular, Party B shall unconditionally and irrevocably transfer to Party A all rights, ownership and interests of any work product, including but not limited to all copyrights and other intellectual property rights therein.
Except the work results, all the materials provided by Party B to Party A during the term of this contract, including any software developed by Party B, Party B's standard materials, Party B's project proposal and its derivative works and related materials (collectively referred to as "Party B's materials"), will still belong to Party B. Party A agrees not to delete any copyright notice on these materials, nor to use these materials for other purposes, including but not limited to disclosing the contents of Party B's materials to third parties, except for internal use for the purposes of this contract.
Eight. Privacy Policy
For the purpose of this contract, "confidential information" includes:
1. Terms of this contract (including Annex A);
2. Work results;
3. Party B's information;
4. All materials related to Party A's business secrets provided by Party A to Party B for this contract;
5. Oral and written information specially designated as confidential by one party before contact with the other party;
6. Oral and written information that the receiving party should regard as confidential, regardless of whether the information is designated as confidential or not.
7. Without Party A's permission, Party B has no right to disclose the cooperation contents to the media unilaterally.
Both parties to the contract will make reasonable efforts to urge their agents, employees and representatives to minimize the dissemination and duplication of the other party's confidential information and prevent unauthorized disclosure. Both parties agree that only the agents, employees and representatives of the other party who need to know the confidential information of the other party will get the confidential information. Without the prior written consent of the other party, neither party shall disclose the confidential information of the other party to a third party.
In addition to the above items 4, 5 and 6, Party B may keep a copy of confidential information for filing only.
Confidential information does not include any of the following information:
"Information that belongs to or becomes generally available or known to the public through no fault of the receiving party;
"Information that the receiving party already knows or can obtain before the disclosure by the other party;
"Information subsequently disclosed to the receiving party by a third party that has not assumed any confidentiality obligation to the disclosing party;
"Information required by law to be disclosed as part of judicial proceedings, government investigations, legal proceedings or other similar procedures.
"Information independently obtained or developed by the receiving party, or information obtained or developed without violating any confidentiality contract or other obligations with the disclosing party.
If one party is required to disclose the confidential information of the other party as part of judicial procedure, government investigation, legal procedure or other similar procedures, it will notify the other party of the request in writing in advance. This party will make reasonable efforts to send a notice in advance so that the other party can seek an appropriate confidentiality contract, protection order or any disclosure change, and the disclosing party will cooperate in this regard.
Nine. assignment of contract
If Party A Co., Ltd. merges in the future, all rights and obligations under this contract will be transferred to the newly established legal person company after the merger.
Except for the above circumstances, neither party may assign its rights or obligations under this contract without the prior written consent of the other party.
X. notification; pay attention to
Any notice required under this contract shall be deemed to have fulfilled the notification obligation if it is sent to the following address by express mail:
"To Party A:
XYZ Company Limited
Address 1:
Recipient:
Postal code:
Address 2:
Recipient:
Postal code:
"To Party B:
Address:
Recipient:
Postal code:
XI。 Both parties guarantee that
1. Party B guarantees that
1) It has the right, experience and skills to sign and fully perform this contract and grant the rights granted under this contract;
2) When performing the service, it will abide by all applicable laws and regulations of China;
3) There is no unfulfilled commitment or contract to which Party B is a party, or as far as it knows, there is no legal obstacle that conflicts with this contract or restricts, restricts or damages the rights granted to Party A under this contract;
4) Party B's company shall ensure that 80% of the work is completed by the project team members introduced in the annex.
5) Services will be provided according to Annex A.
2. Party A guarantees that
Party A will submit to Party B all the information it has and that Party B needs to perform the services within the scope of this contract. Party A shall be responsible for the accuracy of all information submitted to Party B. Party A agrees to notify Party B of any problems or errors in the submitted information as soon as possible.
For the extra expenses that may be incurred by Party B's services of correcting information or materials due to Party A's reasons, both parties agree to negotiate on the re-evaluation expenses.
Twelve. Liabilities involving third parties
Under any of the following circumstances, Party A shall compensate Party B for all claims, demands, lawsuits, damages, losses, responsibilities and expenses (including attorney's fees) of any nature put forward by third parties (such as plan trustees, participants or government agencies) and exempt them from liability; Party B shall compensate Party A for all claims, demands, lawsuits, damages, losses, responsibilities and expenses (including attorney fees) of any nature caused by Party B's following acts, and make it exempt from liability:
1. violates the confidentiality provisions of this contract;
2. Any materials provided or used by Party B during the performance of this contract infringe any patent, copyright, trademark or other ownership;
3. Gross negligence or intentional misconduct.
Thirteen. clause of arbitration
Both parties agree that all other disputes arising from the termination or execution of this contract shall be settled through friendly negotiation except resorting to the court to ensure the implementation of the confidentiality clause of this contract; If negotiation fails, either party may submit the dispute to China International Economic and Trade Arbitration Commission for arbitration in accordance with the laws of People's Republic of China (PRC) and the arbitration rules in effect when submitting the application.
Fourteen other terms
1. The headings used in this contract are for convenience only and shall not affect the interpretation of this contract.
2. This contract is only signed for the benefit of Party A and Party B, and under no circumstances will any third party rights or obligations arise from this contract.
3. This contract is signed in Chinese in quadruplicate, with each party holding two copies, all of which are equally authentic.
4. Nothing in this contract shall be deemed or interpreted as establishing a joint venture or partnership between the two parties for any purpose. For all purposes (including but not limited to determining who is responsible for all obligations related to wages), Party B's personnel are still employees of Party B. ..
5. Both parties clearly understand and agree to the provisions of this contract on intellectual property rights, confidentiality, third-party liability, arbitration agreement, etc. It shall remain valid after the termination of this contract.
6. If any clause or part of this contract is declared invalid, the remaining clauses are still fully effective.
7. Any words, data and charts (including but not limited to handwriting, alteration, etc.). In the terms of this agreement, Annex A and the letter of intent for the project signed by both parties have no legal effect.
8. This contract will be interpreted and executed in accordance with the laws and judicial decisions of People's Republic of China (PRC).
9. This contract (including Appendix A included in this contract) constitutes a complete contract between both parties on the subject matter of this contract, and replaces all previous oral or written negotiations and contracts between both parties on the subject matter of this contract.
Signature page (this page has no text)
In witness whereof, both parties have signed this contract on the following date.
Representative: representative:
XYZ Company ABC Company
Date: 2002 Date: 2002
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