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CONSULTANCYAGREEMENTBETWEENPARTY AANDPARTY BThis agreement is made by and between:PARTY A, a company existing under the laws of People’s Republic of China, having its registered office in xxxxxxx(Hereafter referred to as “PARTY A”)ANDPARTY B, XXXXXXXXXX(H ereafter referred to as “PARTY B”)PROJECT: Projects signed with ********. (Hereinafter refered to as “the Project”)Whereas:1.Party A is desirous of cooperating with Party B to carry out thesaid Project ;2.Party B is agreeable to such cooperation;NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:ARITCLE 1 – APPOINTMENT OF CONSULTANT AND SCOPE OF COOPERATION1.1Party A hereby appoints Party B as its consultants for the Projectsin XXXX (COUNTRY) for CLIENT, subject to the terms and conditions of this Agreement. The consultants accept such appointment and agree to keep, observe and perform the terms and conditions of the Agreement.1.2Party B shall not provide third parties of a competitive nature thesame service as provided to Party A, for the same project throughout the effective term of this Agreement.1.3The service contemplated under this Agreement shall be restricted inXXXX(COUNTRY).ARTICLE 2 – SUBJECT MATTER OF THE AGREEMENTThe parties shall cooperate with each other in accordance with obligations and conditions contained herein the Agreement.ARTICLE 3 – OBLIGATION OF PARTY BPARTY B is obligated to show its capacity by providing all the essential information, advice, consultation and other services requested by PARTY A, in view of obtaining the project contracts signed between PARTY A and the CLIENT and so as to secure the good execution of the contracts by coordination and solving the problems occurred between PARTY A and the CLIENT.PARTY B will act as a consultant of PARTY A in XXXX (COUNTRY) to promote PARTY A's participation in the said Projects in XXXX (COUNTRY), along with XXXX (COUNTRY) authorities and private entities. That consultant service is not limited in scope but the parties will agree on a list of targets which will constitute the initial basis of PARTY B’s work.Upon the request of PARTY A whenever necessary, PARTY B should also: Provide assistance to Party A’s work in the client’s country.Supply to Party A with data concerning the market and other information including information on laws, payments, taxation and other standards in force in the client’s country which could be necessary.Take part in the preparation and submission of any written document which must be presented to client in relation to the Project.Assist Party A to fulfill contractual obligations during the course of implementation of the Project Contract.ARTICLE 4 – CONFIDENTIALITYThe Parties shall keep all information obtained in relation to this Agreement confidential and shall not therefore divulge it to any third parties.Any exception to the above must be agreed to in writing by the Parties.ARTICLE 5 – REMUNERATIONParty A shall pay to Party B such remuneration as Party B shall be entitled to in accordance with the terms of this Agreement.The Parties agree that remuneration shall be paid to PARTY B according to the percentage and the contract amount shown in the table below when the contract amount is equal to the bidding price:When the contract amount is lower than the bidding price, the percentage shown in the table above shall be reduced accordingly upon the Parties’friendly discussion.Payments shall be made into Party B’s bank account specified by Party B in writing, and shall be in the same currency (USD) as that of the Project contract.In consideration of the fact that Party A shall be paid in accordance with the payment schedule of the Project contract, payments in favor of Party B shall be made correspondenetly, and shall be made after Party A’s effective receipt of each payment from the Client.ARTICLE 6 – VALIDITY AND TERMThis Agreement shall come into force on the date of signature and shall remain valid for 1 year. This Agreement shall remain valid until the end of the Project if the Project is under implemention when this Agreement expires.In the event that the Client unilateraly rescinds the Project contract for any reason before the expriation of the Project, this agreement shall automatically become ineffectiveness. However, the consultants shall still make necessary steps to assist PARTY A with the Client to confirm the validity of the part that has been performed and ensure in obtaining the payment equivalent to the value of the part that has been confirmed.ARTICLE 7-FORCE MAJEUREIf the Agreement is prevented from execution by force majeure, the prevented party shall promptly inform the other party of the event and the detailed information about the event and the certificate that proves how the execution of the agreement has been influenced by the events.In this Clause, “Force Majeure” means an event cannot be forseen by the parties, beyond the control of the parties, which makes it impossiblefor a party to perform its obligation under the Contract, including but not limited to: natural calamities; and/or, any change of foreign exchange control policy; and /or, any publication of new laws or regulations as well as the introduction of governmental measures or the practicing of administrative acts which may be likely to affect the performance of this agreement.In case of the Force Majeure, the executing period of the Agreement shall be extended to a period equal to that of the accident.Both parties shall not demand compensation of each other for losses caused by such a Force Majeure.ARTICLE 8 – LANGUAGEAll documents, communications or notifications referred to the present Agreement, or which may be required under the terms of this Agreement, shall be in EnglishARTICLE 9 – GOVERNING LAW AND ARBITRATIONThe agreement, including without limitation its conclusion, validity, construction, performance and settlement of disputes, shall be governed by the laws of the People's Republic of China without giving effect to the principles of conflict of law.Any disputes arising from, or in connection with the Agreement shall be first settled through friendly negotiation by both Parties. In case both Parties reach no settlement to disputes through amicable negotiation, thedisputes shall then be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its Arbitration Rules in force at the time of application for arbitration. The arbitration shall proceed in BEIJING. The arbitral award is final and binding upon both Parties. The arbitration fees shall be borne equally by both partiesTo the fullest extent permitted by the law, this arbitration proceeding and the arbitrator's award shall be maintained in confidence by the parties so as to protect relevant valuable information or intellectual property rights.Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Agreement except for those matters under arbitration.ARTICLE 10 – ENTIRE AGREEMENTThe Agreement and its Annexures constitute the entire Agreement and understanding between the parties with respect to the subject matter hereof, and there are no additional or other promises, representations, warranties, agreements, or understandings, whether written or oral, except those as contained herein.ARTICLE 11 – NO WAIVERThe failure of either party to insist upon strict adherence to any term or condition of this Agreement on any occasion shall not be considered a waiver or any right to insist upon strict adherence to that term or condition or any other term or condition of this Agreement.ARTICLE 12 – WRITTEN CHANGESThis Agreement may not be altered, modified, amended, changed, rescinded or discharged in whole or in part, except by a written Agreement executed by both parties.ARTICLE 13 – HEADINGSHeadings used in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.In witness whereof, the Parties have duly signed the present Agreement in Beijing, RP China, by two originals in English with 7 pages each.For and behalf of:PARTY ABy______________________________ NameTitle For and behalf of:PARTY BBy_____________________________ NameTitle。