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1、Concept用说明APPENDIX ECONSULTING AGREEMENTTHIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this day of , 200_ (the "Effective Date") by and between XYZCorporation, a corporation duly organizedunder law and having an usual place of business at (hereinafter referr
2、ed to as the “Company") and of(hereinafter referred to asthe "Consultant").WHEREAShe Companywishes to engage the Consultantto provide the servicesdescribed herein and Consultant agrees to provide the services for the compensation and otherwise in accordance with the terms and conditio
3、ns contained in this Agreement,NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, the Companyand the Consultant, intending to be legally bound, agree to the terms set f
4、orth below.1. TERM.Commencing as of the Effective Date, and continuing a period of( ) years (the unless earlier terminated pursuant to Article 4 hereof, the Consultant agrees that he/she will serve as a consultant to the Company. This Agreement may be renewed or extended for any period as may be agr
5、eed by the parties.2. DUTIES AND SERVICES.(a) Consultant's duties and responsibilities shall be(collectively, the“Duties " or “Sei(b) Consultantagreesthat during the Term he/she will devote up to(_) days per month to his/her Duties. The Companywill periodically provide the Consultantwith a
6、scheduleof the requestedhours, responsibilities and deliverables for the applicable period of time. The Duties will be scheduled on an as-needed basis.(c) The Consultantrepresentsand warrants to the Companythat he/she is under no contractual or other restrictions or obligations which are inconsisten
7、twith the execution of this Agreement, or which will interfere with the performance of his/her Duties. Consultantrepresentsand warrants that the execution and performance of this Agreement will not violate any policies or procedures of any other person or entity for which he/she performs Services co
8、ncurrently with those performed herein.(d) In performing the ServicesConsultantshall comply, to the best of his/her knowledge, with all business conduct, regulatory and health and safety guidelines established by the Company for any governmental authority with respect to the Company' s business.
9、3. CONSULTING FEE.(a) Subject to the provisions hereof, the Company shall pay Consultant a consulting fee of($) Dollars for each hour of Servicesprovided to the Company(the "Consulting Fee"). TheConsultant shall submit monthly, on the Company'Sngaodmr卸epting of his/her hours, the Dutie
10、sperformed and a summary of his/her activities. The Consulting Fee shall be paid within fifteen (15) days of the Company s receipt of the report and invoice.(b) Consultant shall be entitled to prompt reimbursement for all pre-approved expenses incurred in the performance of his/her Duties, upon subm
11、ission and approval of written statements and receipts in accordance with the then regular procedures of the Company.(c) The Consultant agrees that all Services will be rendered by him/her as an independent contractor and that this Agreementdoes not create an employer-employeerelationship between th
12、e Consultantand the Company. The Consultant shall have no right to receive any employee benefits including, but not limited to, healt and accident insurance, life insurance, sick leave and/or vacation. Consultant agrees to pay all taxes including, self-employmenttaxes due in respect of the Consultin
13、gFee and to indemnify the Companyin the event the Company is required to pay any such taxes on behalf of the Consultant.4. EARLY TERMINATION OF THE TERM.(a) If the Consultant voluntarily ceases performing his/her Duties, becomes physically or mentally unable to perform his/her Duties, or is terminat
14、ed for cause,then, in each instance,the ConsultingFee shall ceaseand terminate as of such date. Any termination“ For Cause “ shall be made in good faith by the CompaDirectors.(b) This Agreement may be terminated without cause by either party upon not less than thirty (30) days prior written notice b
15、y either party to the other.(c) Upon termination under Sections4(a) or 4(b), neither party shall have any further obligations under this Agreement, except for the obligations which by their terms survive this termination as noted in Section 16 hereof. Upon termination and, in any case, upon the Comp
16、any sequest, the Consultant shall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof.5. RESTRICTED ACTIVDDfiSng the Term and for a period of one (1) year thereafter, Consultant will not, directly or indirectly:(i) solicit or request any employe
17、e of or consultant to the Companyto leave the employ of or cease consulting for the Company;(ii) solicit or request any employee of or consultant to the Company to join the employ of, or begin consulting for, any individual or entity that researches,develops, markets or sells products that compete w
18、ith those of the Company;(iii) solicit or request any individual or entity that researches, develops, markets or sells products that compete with those of the Company,to employ or retain as a consultant any employee or consultant of the Company; or(iv) induce or attempt to induce any supplier or ven
19、dor of the Company to terminate or breach any written or oral agreement or understanding with the Company.6. PROPRIETARY RIGHTS.(a) Definitions. For the purposes of this Article 6, the terms set forth below shall have the followingmeanings:(i) Conceptand Ideas. Those concepts and ideas disclosed by
20、the Companyto Consultantor which are first developedby Consultantduring the course of the performanceof Services hereunder and which relate to the Company' present, past or prospective business activities, services, and products, all of which shall remain the sole and exclusive property of the C
21、ompany. The Consultant shall have no publication rights and all of the same shall belong exclusively to the Company.(ii) Confidential Information. For the purposes of this Agreement, Confidential Information shall mean and collectively include: all information relating to the businessplans and/or te
22、chnology of the Companyincluding, but not limited to technical information including inventions, methods, plans, processes, specifications, characteristics, assays, raw data, scientific preclinical or clinical data, records, databases, formulations, clinical protocols, equipment design, know-how, ex
23、perience, and trade secrets;developmental,marketing, sales,customer,supplier, consulting relationship information, operating, performance, and cost information; computer programming techniques whether in tangible or intangible form, and all record bearing media containing or disclosingthe foregoing
24、information and techniques including,written businessplans, patents and patent applications, grant applications, notes, and memoranda, whether in writing or presented, stored or maintained in or by electronic, magnetic, or other means.Notwithstanding he foregoing, the term " Confidential Inform
25、ation " shall not i information which: (a) can be demonstrated to have been in the public domain or was publicly known or available prior to the date of the disclosure to Consultant; (b) can be demonstrated in writing to have been rightfully in the possession of Consultant prior to the disclosu
26、re of such information to Consultant by the Company;(c) becomespart of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omissionon the part of Consultant;or (d) is supplied to Consultant by a third party without binder of secrecy, so lo
27、ng as that such third party has no obligation to the Company or any of its affiliated companies to maintain such information in confidence.(b) Non-Disclosure to Third Parties. Except as required by Consultant's Duties, Consultant shall not, al any time now or in the future, directly or indirectl
28、y, use, publish, disseminateor otherwise disclose any Confidential Information, Concepts, or Ideas to any third party without the prior written consent of the Company which consent may be denied in each instance and all of the same, together with publication rights, shall belong exclusively to the C
29、ompany.(c) Documents, etc. All documents, diskettes, tapes, procedural manuals, guides, specifications, plans drawings, designsand similar materials, lists of present, past or prospective customers,customer proposals, invitations to submit proposals, price lists and data relating to the pricing of t
30、he Company' products and services, records, notebooks and all other materials containing Confidential Information or information about Concepts or Ideas (including all copies and reproductions thereof), that come into Consultant's possession or control by reason of Consultant's performan
31、ce of the relationship, whether prepared by Consultant or others: (a) are the property of the Company, (b) will not be usedby Consultantin any way other than in connectionwith the performance of his/her Duties, (c) will not be provided or shown to any third party by Consultant, (d) will not be remov
32、ed from the Company's or Consultant ' s premises (except as Consultant's Duties require), and (e) at the termination (for、 reason), of Consultant's relationship with the Company, will be left with, or forthwith returned by Consultant to the Company.(d) Patents, etc. The Consultantagr
33、ees that the Companyis and shall remain the exclusiveowner of the Confidential Information and Conceptsand Ideas. Any interest in patents, patent applications, inventions, technological innovations, trade names, trademarks, service marks, copyrights, copyrightable works, developments, discoveries, d
34、esigns, processes, formulas, know-how, data and analysis, whether registrable or no ("Developments"), which Consultant, as a result of rendering Services to the Company under this Agreement, may conceive or develop, shall: (i) forthwith be brought to the attention of the Company by Consult
35、ant and (ii) belong exclusively to the Company. No license or conveyance of any such rights to the Consultant is granted or implied under this Agreement.(e) Assignment. The Consultant hereby assigns and, to the extent any such assignment cannot be ma at present, hereby agrees to assign to the Compan
36、y, without further compensation, all of his/her right, title and interest in and to all Concepts, Ideas, and Developments. The Consultant will execute all documents and perform all lawful acts which the Company considers necessary or advisable to secure its rights hereunder and to carry ou the inten
37、t of this Agreement.7. EQUITABLE RELIEConsultant agrees that any breach of Articles 5 and 6 above by him/her would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific p
38、erformance or other equitable relief to prevent the violation or threatened violation of Consultant's obligations hereunder.8. WAIVERAny waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any
39、other provision hereof. All waivers by the Company shall be in writing.9. SEVERABILITY; REFORMATOOise any one or more of the provisions or parts of a provision contained in this Agreementshall, for any reason, be held to be invalid, illegal or unenforceablein any respect, such invalidity, illegality
40、 or unenforceability shall not affect any other provision or part of a provision of this Agreement; and this Agreement shall, to the fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceableprovision, or part of a provision, had never been contained herein, and
41、such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible. Without limiting the foregoing, if any provision (or part of provision) contained in this Agreement shall for any reason be held to be excessively broad as to duration, activity or subjec
42、t, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable law.10. ASSIGNMENThe Company shall have the right to assign its rights and obligations under this Agreement to a party which assumes the Company' obligatio
43、ns hereunder. Consultant shall not have the right to assign his/her rights or obligations under this Agreement without the prior written consent of the Company. This Agreement shal be binding upon and inure to the benefit of the Consultant's heirs and legal representatives in the event of his/he
44、r death or disability.11. HEADINGSdeadings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement.12. AMENDMENTSiis Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by all parties hereto. Any amendment, consen
45、t, decision, waiver or other action to be made, taken or given by the Company with respect to the Agreement shall be made, taken or given on behalf of the Company only by authority of the Company ' s Board of Directors.13. NOTICESAny notices or other communicationsrequired hereunder shall be in
46、writing and shall be deemed given when delivered in person or when mailed, by certified or registered first class mail, postage prepaid return receipt requested, addressed to the parties at their addresses specified in the preamble to this Agreement c to such other addresses of which a party shall h
47、ave notified the others in accordance with the provisions of this Section 13.14. COUNTERPARTShis Agreementmay be executedin two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.15. GOVERNING LAThiis Agreement shall be construed in a
48、ccordance with and governed for all purposes by the laws of applicable to contracts executed and wholly performed within suchjurisdiction. Any dispute arising hereunder shall be referred to and heard in only a court located in16. SURVIVALThe provisions of Sections 5 to 9 and 15 to 16 of this Agreeme
49、nt shall survive the expiration of the Term or the termination of this Agreement. This Agreement supersedes all prior agreements, written or oral, between the Company and the Consultant relating to the subject matter of this Agreement.EXECUTED, under seal, effective as of the Effective Date.XYZ CORPORATIONCONSULTANTBy:NameTitleHereunto Duly Authorized页脚内容9