爱华网
TECHNICAL CONSULTANCY SERVICE CONTRACT
Contract No.: _____________
Date of Signature: _________
Placeof Signature: ________
This Contract is made and entered into through friendly negotiationby and between China ___________ (hereinafter referred to as “Client”), as oneparty, and________ (hereinafter referred to as “Consultant”), asthe other party, concerning the technical consultancy serviceof_____, under the following terms and conditions:
Article 1 Contents of Technical Consultancy Service
1.1 Whereas Client desires to obtain the technical consultancyservice from Consultant and Consultant has agreed to perform suchservices.
1.2 The Scope of Technical Services is defined in Appendix1.
1.3 The Time Schedule for the Services is shown in Appendix2.
1.4 The Manning Schedule is described in Appendix 3.
1.5 Consultant shall complete the Services within __________monthsfrom the Effective Date of this Contract and furnish the finaltechnical service report, including drawings, designing documents,all kinds of standards and photos, within ____ months. Consultantshall keep aware, free of charge, Client of the latest developmentof similar projects and any progress made in order to improve thedesigning 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 himand shall give Consultant the reasonable assistance necessary forcarrying out of his duties. Particularly Client shall nominate ageneral representative who shall be available at reasonabletime.
2.2 Client shall assist Consultant with the responsible authoritiesfor obtaining visas, work permits, and other documents required byConsultant to enter the country and to have access to the Site ofthe Project. The above expenses shall be borne byConsultant.
2.3 Consultant shall furnish a sufficient number of competentpersonnel to perform its obligation hereunder, in addition to thosepersonnel specifically listed in Appendix 3. All personnel employedby Consultant in carrying out the work shall be exclusivelyConsultant's responsibility, and Consultant shall hold Clientharmless from any claims of any kind by Consultant's personnelarising out of any acts by Consultant or its personnel inconnection with the work performed hereunder.
2.4 Consultant shall provide Client with all the technical servicereports and relevant documentation within the Scope of TechnicalServices and within the Time Schedule for the Services.
2.5 Consultant shall assist Client‘s personnel in his country inobtaining visas and in arranging lodgings. Hotel and boardingexpenses shall be borne by Client. Consultant shall supply Client’spersonnel with office space and necessary facilities as well astransportation.
2.6 Consultant shall be responsible for and shall indemnify Clientand his employee in respect of injury to person or damage toproperty occurring in connection with the services, to the extentthat such damage or injury directly results from negligence ofConsultant's personnel while engaged in activities under thisContract. Consultant shall be liable only to the work under thisContract.
2.7 Any and all liability of Consultant with respect to thisContract shall be limited to the Total Contract Price received byConsultant for his profession services and shall terminate uponexpiration of the warranty period set forth in Article7.3.
Article 3 Price and Payment
3.1 The total contract price is__________(say ____________only) in________(currency). The breakdown prices of the above mentionedtotal 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 andtechnology provided by Consultant. The total contract price shallbe firm and fixed and shall not fluctuate with any inflation. Thetotal contract price shall include all charges and expensesincurred by Consultant in performing his obligations both in hisown country and in the People's Republic of China and includes theexpenses incurred in sending the Technical Documentation toClient's office by all kinds of forms.
In the event of Force Majeure as defined in the Contract, the totalcontract price shall be readjusted through friendly negotiationsbetween the parties. If Client requires services not contemplatedin the Scope of Services, the parties shall friendly discuss anamendment to the total contract price. Any such amendment shall bein writing countersigned by both parties. This document shall thenform integral part of the Contract.
3.3 All payments to be made by Client to Consultant under thepresent Contract shall be made by telegraphic transfer. In case ofany payment by Client, the payment shall be effected through__________ in China to _________ for the account ofConsultant.
In consideration for the services provided by Consultant hereunder,Client shall effect the payment to Consultant in accordance withthe following manner and percentage:
3.3.1 _______ percent (________ %) of the total contract price,i.e._____________ (Say: ________ only), shall be paid by Client toConsultant within ________ (____) days after the client hasreceived the following documents provided by Consultant and foundthem in order.
A. One (1) original and two (2) duplicate copies of Consultant'sgovernment approval, or a written statement of the competentauthorities or relevant agency of Consultant's country certifyingthat such document is not required;
B. One (1) original and one (1) duplicate copy of IrrevocableLetter of Guarantee for advance payment issued by Consultant's Bankin favor of Client covering_______(Say:________ only), specimen ofwhich is as per Appendix 4;
C. Five (5) copies of profoma invoice covering the total contractprice;
D. Five (5) copies of manually signed commercial invoice indicatingthe amount to be paid;
E. Two (2) copies of sight draft.
The said shall be delivered by Consultant not later than ____daysafter the effective date of the ________presentContract.
3.3.2 ________percent (____%) of the Contract price for Item 1,i.e._________ (Say: __________ only) shall be paid by Client toConsultant within _____ (__) days after Client has received thefollowing documents provided by Consultant and found them inorder.
A. Ten (10) copies of technical service report on Item1;
B. Five (5) copies of manually signed commercial invoice indicatingthe 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 Consultantwithin ________ (___) days after Client has received the followingdocuments provided by Consultant and found them inorder.
A. Ten (10) copies of technical service report on Item2;
B. Five (5) copies of manually signed commercial invoice indicatingthe 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 Consultantwithin _____ (__) days after Client has received the followingdocuments provided by Consultant and found them inorder.
A. Ten (10) copies of technical service report on Item3;
B. Five (5) copies of manually signed commercial invoice indicatingthe 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 toConsultant within _____ (__) days after Client has received thefollowing documents provided by Consultant and found them inorder.
A. Ten (10) copies of technical service report on Item4;
B. Five (5) copies of manually signed commercial invoice indicatingthe 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 Consultantwithin _____ (__) days after Client has received the followingdocuments provided by Consultant and found them inorder.
A. Five (5) copies of manually signed commercial invoice indicatingthe amount to be paid;
B. Two (2) copies of sight draft.
3.4 In case Consultant is liable for paying to Client the penaltyunder the Contract, Client shall have the right to deduct it fromany said payment.
3.5 The banking charges of both parties incurred in China for theexecution of the Contract shall be borne by Client and thoseincurred outside China shall be borne by Consultant.
Article 4 Delivery Schedule
4.1 The deadline for the arrival of the Technical service reportsCIF _____ is:
A. Technical service report on Item 1: _________months aftereffectiveness of the Contract;
B. Technical service report on Item 2: _________months aftereffectiveness of the Contract;
C. Technical service report on Item 3: _________months aftereffectiveness of the Contract; and
D. Technical service report on Item 4: ________months aftereffectiveness of the Contract.
4.2 Consultant shall inform Client by fax when the Technicalservice reports are airmailed to Client indicating the date andnumber of airway bill. Client shall inform Consultant when theTechnical 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) weeksthe missing or damaged document shall be replaced by Consultantfree of charge.
Article 5 Confidentiality
5.1 All data assembled, developed, compiled, reproduced, studied,and prepared in connection with the work done hereunder andfurnished to Consultant by Client shall be considered confidentialand shall not be divulged to any person, firm or corporation otherthan Client or its designated representatives. This Clause shallremain binding on Consultant notwithstanding the termination of theContract for any reason.
5.2 Within the validity period of Contract, both parties shall takeproper measures to keep the materials or information strictlyconfidential. The other party shall not disclose or divulge to anythird party without prior written consent of one party.
5.3 Either party shall be obliged to keep confidential any secretinformation of the other party, which either party and itspersonnel may obtain or be accessible to in the course of theperformance of Contract. Either party shall not make use of ordisclose such secret information obtained from the other partywithout prior written permission issued by the otherparty.
Article 6 Taxes and Duties
6.1 All taxes and duties in connection with and in the execution ofContract levied by the Chinese government on Client in accordancewith the tax laws of PRC shall be borne by Client.
6.2 All taxes and duties levied by the Chinese government onConsultant, in connection with and in the execution of Contract,according to Chinese tax laws and the agreement between thegovernment of PRC and the government of Consultant's country forthe reciprocal avoidance of double taxation and the prevention offiscal evasion with respect to taxes on income shall be borne byConsultant.
Client is legally obliged to withhold, as a withholding agent, theamount of taxes pro rata each taxable payment under Contract andpay them to the relevant Chinese tax authorities. After receivingthe tax receipts issued by the relevant Chinese tax authorities forthe aforesaid withholding taxes, Client shall forward them toConsultant without undue delay.
6.3 All taxes and duties arising outside PRC in connection with andin the execution of Contract shall be borne byConsultant.
Article 7 Warranty
7.1 Consultant warrants that he has the experience and capabilityto efficiently and expeditiously perform the services in asatisfactory manner and that the services performed by him underthis Contract shall be performed by competent personnel inaccordance with accepted standards.
7.2 In the event of a failure of Consultant to provide Client withsatisfactory services within the scope of work described inAppendix 1 at any time for any reason within the control of theConsultant, Client may notify Consultant of such dissatisfaction.Consultant shall be afforded a period of _____ days to correct orremedy the matter. Should Consultant within the time afforded byClient fail to correct or remedy the matter to the satisfaction ofClient, all charges shall cease forthwith until such time asConsultant is able to provide satisfactory services in accordancewith the Scope of work described in Appendix 1.
7.3 The Consultant‘s guarantee liability shall expire _____ monthsafter its consultancy service is finally inspected and accepted byClient, or after final payment is made.
Article 8 Ownership of Technical Service Reports
8.1 Final version of the technical service report submitted toClient and all relevant data such as maps, plans and supportingmaterial compiled in performing the Scope of Services, shall be theproperty of Client. Such materials shall be sorted and indexed byConsultant prior to transmission to Client.
8.2 Consultant shall be permitted to retain copies thereof,provided however that such materials, including the materialfurnished by Client as stated in Article 5 of this Contract, shallnot be used by Consultant for purposes not related with thisProject without the prior written approval of Client.
Article 9 Assignment
9.1 Neither Client nor Consultant shall assign or sublet theirrights or obligations hereunder without the prior written consentof the other party.
Article 10 Termination
10.1 If, due to the responsibility of Consultant, the technicalservice reports have not been delivered at dates according to thedelivery schedules as stipulated in Article 4 of the Contract,Consultant shall be obliged to pay to Client penalty for such delayin delivery at the following rates:
A. ______ percent (____%) of the total contract price per week forthe first four weeks;
B. _____ percent (____%) of the total contract price per week fromthe fifth week to the eighth week;
C. ______ percent (____%) of the total contract price per week fromthe ninth week of delay.
Odd days less than one (1) week shall be counted as one (1) weekfor calculating the liquidated damage.
10.2 The total liquidated damage for late delivery shall not exceed______ percent (____%) of the total contract price. Payment of theliquidated damage for late delivery shall not release consultantfrom its obligation to deliver technical servicereports.
10.3 Client may, without prejudice to any other remedy forConsultant's following breach of Contract, terminate Contract inwhole or in part by a written notice of default send to Consultant,if Consultant
A. Fails to deliver any or all of technical service reportswithin______(____) days after the scheduled delivery date asspecified in Article 4; or
B. Fails to make the technical service reports meet the minimumlevel of Acceptance Standards as specified in Appendix1.
Consultant shall refund to Client all the payments effected byClient 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 tothe 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 exceptminor parts thereof, and does not remedy for its failure within aperiod of______ (____) days upon receipt of the written notice or aperiod 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 itsobligations under Contract due to event of Force Majeure, such aswar, serious fire, typhoon, earthquake, flood and any other eventswhich could not be expected, avoided and overcome, the affectedparty shall notify the other party of its occurrence by fax andsend by registered airmail a certificate issued by the competentauthorities or agency within fourteen (14) days following itsoccurrence.
11.2 The affected party shall not be liable for any delay orfailure in performing any or all of its obligations due to theevent of Force Majeure. However, the affected party shall informthe other party by fax the termination or elimination of the eventof Force Majeure without delay.
11.3 Both parties shall proceed with their obligations immediatelyafter the cease of the event of Force Majeure or removal of theeffects. The validity period of Contract and/or the scheduledperiod for relative execution of Contract shall be extendedcorrespondingly.
Article 12 Arbitration
12.1 Any dispute arising from or in connection with this Contractshall be submitted to China International Economic and TradeArbitration Commission,Shenzhen Sub-commission for arbitration inaccordance with the Commission's arbitration rules in effect at thetime of applying for arbitration. The arbitral award is final andbinding upon both parties and the applicable law is the materiallaw of P.R.C.
12.2 Notwithstanding any reference to arbitration, both Partiesshall continue to perform their respective obligations under theContract unless otherwise agreed.
Article 13 Language and Standards
13.1 Correspondence except this Contract between Client andConsultant, data and documents made available by Client toConsultant and the technical service reports and drawings preparedby 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 Contractshall be governed by the laws of the People's Republic ofChina.
Article 15 Effectiveness of the Contract andMiscellaneous
15.1 Both parties shall make effort to obtain the approval from therespective authorities, if necessary, within thirty (30) days afterContract is signed by the authorized representatives of the twoparties. Either Party shall notify in writing the other party ofthe approval date. The later date of approval shall be taken as theDate 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 underContract shall not be affected upon the termination or expirationof Contract.
15.4 Appendices hereof shall be integral parts of Contract and havethe same legal force as the text of Contract itself. The text ofContract shall prevail in case of any discrepancies between thetext of Contract and Appendices.
15.5 All amendments, supplements, subtractions, or alterations toContract shall be made in written form and become valid upon thesignature of the authorized representatives of both parties. Thevalid amendments, supplements, subtractions, or alterations shallfrom an integral part of Contract and shall have the same legalforce as the text of Contract.
15.6 All communications between the parties shall be in English inwritten form during implementation of Contract. Faxes concerningimportant matters shall be confirmed timely by registered orexpress mails.
15.7 The Contract is made in two counterparts each in Chinese andEnglish, each of which shall deemed equally authentic. The Contractis in four (4) originals, two (2) for the Buyer and two (2) for theSeller.
Client:
Address:
Post Code:
Telephone: Fax:
E-mail:
Authorized Representativesignature:
Signing Date:
Consultant:
Address:
Post Code :
Telephone:.Fax:
E-mail:
Authorized Representativesignature:
Signing Date
