技术咨询服务合同
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TECHNICAL CONSULTACY SERVICE CONTRACT3 X' D1 t2 S' H. P5 D
Contract No.: ________________________.0 b k& @% @' b8 m& \4 o8 J
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:$ V$ L# F! U& u( h
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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.; {/ ~( b' b% J4 C9 o3 M. w0 b% F
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.9 N5 O+ i Z$ ]# p8 F$ l
Article 2 Both Parties' Responsibility and Liability* O6 i$ m) q4 R. `7 K
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.9 G8 L4 E! A$ g. h1 m8 k9 `: f
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./ ?! E& N) e; t)
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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 Payment8 {# R% K6 X/ f
3.1 The total contract price is__________(say __________________only) in ________
(currency). The breakdown prices of the above mentioned total contract price are as follows:$ P9
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Contract Price for Item 1: ______(say ____________only) in________ (currency);
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Contract Price for Item 2: ______(say ____________only) in________ (currency);
Contract Price for Item 3: ______(say ____________only) in________ (currency);
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Contract Price for Item 4: ______(say ____________only) in________ (currency).-
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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.3 W0 V/ R( `; m! c! V" L( k" b
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./ I- O8 O: G# n" f+ Y. \9 J
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:; ]; `- }6 d3 T! K/
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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;$ n( _( x6 s3 ]( J9
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D. Five (5) copies of manually signed commercial invoice indicating the amount to be
paid; Y; `0 X B: c5 g
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.- T( F+ r; e3 D! h!
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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;
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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.: q( s!
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A. Ten (10) copies of technical service report on Item 2;3 {7 O9 |7 _' r' |
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B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
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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.7 F+ b7 i) I) e" g
A. Ten (10) copies of technical service report on Item 3;7 p% @1 _0 a) g! Z' w( o. L
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.; m9 Q, o+ d- n9 _9 {& }! n8 e; {
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.! a4 f! C, ]; S) W4
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A. Ten (10) copies of technical service report on Item 4;! N7 d& O. ^* ?0 U6 s2 t( v
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
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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. n) \$ }) w:
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Article 4 Delivery Schedule9 d1 \# p% s2 A9 W; q
4.1 The deadline for the arrival of the Technical service reports CIF _____ is:4 a8 p( Z7 l% j# I%
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A. Technical service report on Item 1: _________months after effectiveness of the Contract;
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B. Technical service report on Item 2: _________months after effectiveness of the Contract;
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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.# @; q( W4 ^% r, e1 c% S8 u" ^
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/ u% ^( U2 L7 T/ j
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 X8 |, |: ~0 {2 c3 n9 K& b; S4 P
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./ W( m7 L) ?7 L3 a0 I( Z
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.+ o( w. p/ ` "
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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.3 G2
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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." J2 e1 o* w6 j( R) f) l
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; E! D+ ^" f; T2 Y7 z$ R
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.7 R r7 k5 _7 E
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.5 d2 ^; f( U/ K% x; v% r- o
Article 9 Assignment0 H% }& B- j0 t2 D5 F2 A
9.1 Neither Client nor Consultant shall assign or sublet their rights or obligations hereunder
without the prior written consent of the other party.% @' @. h, X& C7 U. ^
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;
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B. _____ percent (____%) of the total contract price per week from the fifth week to the
eighth week;# D$ ]+ m# K" L6 |( S
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.0 E, |5 Y' t' D3 I
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.8 y% ~3 d+ O: K6 g' p5 r9 a
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$ n; l- e5 n' M9 s' e: A
A. Fails to deliver any or all of technical service reports within______(____) days after the
scheduled delivery date as specified in Article 4; or7 \7 [) T' B+ K6 y
B. Fails to make the technical service reports meet the minimum level of Acceptance
Standards as specified in Appendix 1.; C) Z$ n3 r7 l9 r1 R) |- V
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. Y0 P8 y1 H. d4 v% b
A. Fails to perform its confidentiality obligation under Contract; or3 y1 H# b2 Q* N3 Q: A6 B2 w;
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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;) ?4 y8 @4 l& G$ R5 e t+ r* E2 w
C. Becomes bankrupt or insolvent; or
D. Affected by any event of Force Majeure for more than ______ days.0 A3 j$ X: B( y `- R* |7 U
Article 11 Force Majeure% n8 g8 \+ I& E# p
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.5 m, V6 {! b/ d, a
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.: R, r/ S$ h9 t, p) O
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