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1、APPENDIX ECONSULTING AGREEMENTTHIS CONSULTING AGREEMENT (the "Agreement")is made and enteredinto this day of , 200_ (the "Effective Date") by andbetwee n XYZ Corporati on, acorporatio n duly orga ni zed un der lawand hav ing an usual place of bus in ess at (here in afterreferred
2、to as theCompa ny") andof(here in after referred to as the "Con sulta nt").WHEREAS, the Compa ny wishes to en gage the Con sulta nt to provide theservices described here in and Con sulta nt agrees to provide the services for thecompensationand otherwise in accordaneewith the terms and
3、 conditionscontained in this Agreeme nt,NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby ack no wledged, accepted and agreed to, the Compa ny and the Con sulta nt, intending to be legally bound, agree to
4、the terms set forth below.1. TERM. Comme ncing as of the Effective Date, and continuing for a periodof ( ) years (the Term ”)，uni ess earlier termi natedpursua nt to Article 4hereof, the Consultantagrees that he/she will serve as a consultantto theCompa ny. This Agreeme nt may be ren ewed or exte nd
5、ed for any period as may be agreed by the parties.2. DUTIES AND SERVICES.(a) Con sulta nt's duties and resp on sibilities shall be(collectively, the Duties ” or Services ”).(b) Consultant agrees that during the Term he/she will devote up to( ) days per month to his/her Duties. The Companywill pe
6、riodically provide the Consultant with a schedule of the requested hours, responsibilities and deliverables for the applicable period of time. The Duties will be scheduled on an as-n eeded basis.(c) The Con sulta nt represe nts and warra nts to the Compa ny that he/sheis un der no con tractual or ot
7、her restrictio ns or obligati ons which are incon siste ntwith the execution of this Agreement, or which will interfere with the performanee of his/her Duties. Consultant represents and warrants that the execution and performanee of this Agreement will not violate any policies or procedures of any o
8、ther person or entity for which he/she performs Services con curre ntly with those performed herei n.(d) In performing the Services, Consultant shall comply, to the best of his/her kno wledge, with all bus in ess con duct, regulatory and health and safety guidelines established by the Company for an
9、y governmental authority with respect to the Compa ny ' bus in ess.3.CONSULTING FEE.(a) Subject to the provisi ons hereof, the Compa ny shall pay Con sulta nta consulting fee of ($) Dollars for each hour of Servicesprovided to the Company (the "ConsuitingFee"). The Consultant shall sub
10、mitmonthly, on the Company' standard reporting form, alisting of his/her hours,the Duties performed and a summary of his/her activities. The Consulting Fee shall be paid with in fiftee n (15) days of the Compa ny' receipt of the report andinv oice.(b) Consultant shall be entitled to prompt r
11、eimbursement for all preapproved expe nses in curred in the performa nee of his/her Duties, upon submissi on and approval of writte n stateme nts and receipts in accorda nee withthe the n regular procedures of the Compa ny.(c) The Con sulta nt agrees that all Services will be ren dered by him/heras
12、an in depe ndentcon tractorand that this Agreeme ntdoes not create anemployer-employee relati on ship betwee n the Con sulta nt and the Compa ny. TheCon sulta nt shall have no right to receive any employee ben efits in cludi ng, but not limited to, health and accide nt in sura nee, life in sura nee,
13、 sick leave an d/or vacation. Consultant agrees to pay all taxes including,self-employmenttaxesdue in respect of the Con sult ing Fee and to indemnify the Compa ny in the eve nt the Compa ny is required to pay any such taxes on behalf of the Con sulta nt.4. EARLY TERMINATION OF THE TERM.(a) If the C
14、onsultant voluntarily ceases performing his/her Duties, becomes physically or men tally un able to perform his/her Duties, or is termin ated for cause, the n, in each in sta nee, the Con sult ing Fee shall cease andterminate as of such date. Any terminationFor Cause ”shall be made in goodfaith by th
15、e Company's Board of Directors.(b)This Agreementmay beterminated without cause byeither partyuponnotless than thirty (30) daysprior written notice byeitherparty to theother.(c)Upon terminationunderSections 4(a) or 4(b),neitherparty shallhaveanyfurther obligationsunderthis Agreement, exceptfor th
16、eobligationswhichbytheir terms survivethis termination as noted inSection16 hereof.Upon termination and, in any case, upon the Company's request, the Consultantshall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof.5. RESTRICTED ACTIVITIE
17、S . During the Term and for a period of one (1) year thereafter, Consultant will not, directly or indirectly:(i) solicitor requestany employeeof or consultanttotheCompany toleave theemploy of orcease consultingfortheCompany;(ii) solicitor requestany employeeof or consultanttotheCompany tojoin theemp
18、loy of, orbegin consultingfor,anyindividual orentity that researches,develops, marketsorsellsproducts that compete with those of the Company;(iii) solicit or request any individual or entity that researches, develops, markets or sells products that compete with those of theCompany, to employ or reta
19、in as a consultantany employee orcon sulta nt of the Compa ny; or(iv) in duce or attempt to in duce any supplier or ven dor of the Compa ny to term in ate or breach any writte n or oral agreeme nt or un dersta nding with the Compa ny.6. PROPRIETARY RIGHTS.(a)Definitions.For the purposes of this Arti
20、cle 6, the terms set forthbelow shall have the follow ing mea nin gs:(i)Concept and Ideas. Those concepts and ideas disclosed bythe Company to Consultant or which are first developed by Consultant during the course of the performanee of Services hereunder and which relate to the Compa ny'prese n
21、t, past or prospectivebus in ess activities,services, and products,all of which shall rema in the sole and exclusiveproperty of the Company. The Consultant shall have no publication rights and all of the same shall bel ong exclusively to the Compa ny.(ii)Con fide ntial In formati on. For the purpose
22、s of this Agreeme nt,Con fide ntialIn formatio nshallmea nand collectively in clude: allin formati on relati ng to the bus in ess, pla ns an d/or tech no logy of the Company including,but not limitedto technical informationincludinginventions, methods, plans, processes, specifications, characteristi
23、cs, assays, raw data, scie ntificprecli ni calor cli ni caldata, records, databases,formulati ons, cli ni cal protocols, equipme nt desig n, kno w-how, experie nee, and trade secrets; developmental, marketing, sales, customer, supplier,con suit ingrelati on shipin formati on,operati ng,performa nee,
24、 and costinformation;computerprogrammingtechniqueswhether intangible or intan gible form, and all record beari ng media containing or disclos ing theforego ingin formatio nand tech niq uesin cludi ng,writte n bus in ess pla ns,no tes,andpate nts and pate nt applicatio ns, grant applicatio ns, by ele
25、ctr onic, mag netic, or other mea ns.memoranda,whether in writing or presented,stored or maintainedin orNotwithsta ndi ng the forego ing, the termCon fide ntial In formatio nshall not in clude any in formatio n which: (a) can be dem on strated to have been in the public domain or was publicly known
26、or available prior to the date of the disclosure to Con sulta nt; (b) can be dem on strated in writi ng to have been rightfully in the possession of Consultant prior to the disclosureof such informationtoConsultant by theCompa ny;(c) becomespartofthe publicdomai norpublicly knownor availablebypublic
27、atio norotherwise,not duetoany unauthorizedact or omissionon thepartofConsultant; or (d) is supplied to Consultant by a third party without binderof secrecy, so long as that such third party has no obligati onto theCompa ny or any of its affiliated compa nies tomain tai n such in formatio nin con fi
28、de nee.(b) Non-Disclosure to Third Parties. Except as required by Consultant'sDuties, Consultant shall not, at any time now or in the future, directly or in directly, use, publish,dissem in ate or otherwise disclose any Con fide ntialInformation, Concepts,or Ideas to any thirdparty withoutthe pr
29、ior writtenconsent of the Compa ny which consent may be denied in each in sta nee and allof the same, togetherwith publication rights, shall belong exclusively to theCompa ny.(c) Docume nts,etc. All docume nts,diskettes, tapes, proceduralmanu als, guides, specificati ons, pla ns, draw in gs, desig n
30、s and similar materials, lists of prese nt, past or prospective customers, customer proposals, in vitati ons to submit proposals, price lists and data relating to the pricing of the Company' products and services, records, notebooks and all other materials containing Con fide ntial In formati on
31、 or in formati on about Con cepts or Ideas (in clud ing all copies and reproduct ions thereof),that come into Con sulta nt's possessi on orcontrolby reason of Consultant'sperformanee of the relationship, whetherprepared by Con sulta nt or others: (a) are the property of the Compa ny, (b) wil
32、l not be used by Consultant in any way other than in connectionwith theperformanee of his/her Duties, (c) will not be provided or shown to any third party by Con sulta nt, (d) will not be removed from the Compa ny's or Con sulta nt'premises (except as Con sulta nt's Duties require), and
33、(e) at the term in ati on (for whatever reas on), of Con sulta nt's relati on ship with the Compa ny, will be left with, or forthwith returned by Con sulta nt to the Compa ny.(d) Patents, etc. The Consultant agrees that the Company is and shalland Concepts andremai n the exclusive owner of the C
34、on fide ntialIn formatio ntech no logicalIdeas. Any in terest in pate nts,pate nt applicati ons,inven ti ons,innovations,trade names, trademarks, service marks, copyrights, copyrightable works, developme nts, discoveries, desig ns, processes, formulas, kno w-how, dataand an alysis, whether registrab
35、le or not ("Developme nts"), which Con sulta nt, as aresult of renderingServices to the Companyunder this Agreement,mayconceive or develop, shall: (i) forthwith be brought to the attention of the Compa ny by Con sulta nt and (ii) bel ong exclusively to the Compa ny. No lice nse or conv eya
36、 nee of any such rights to the Con sulta nt is gran ted or implied un derthis Agreeme nt.(e) Assignment. The Con sulta nt hereby assig ns and, to the exte nt anysuch assignmentcannot be made at present, hereby agrees to assign to theCompany, without further compensation, all of his/her right, title
37、and interest inand to all Concepts, Ideas, and Developments.The Consultantwill execute alldocume nts and perform all lawful acts which the Compa ny con siders n ecessaryor advisable to secure its rights hereunderand to carry out the intent of thisAgreeme nt.7. EQUITABLE RELIEF. Con sulta nt agrees t
38、hat any breach of Articles 5 and 6 above by him/her would cause irreparable damage to the Compa ny and that, inthe eve nt of such breach, the Compa ny shall have, in additi on to any and all remediesof law, the right to an injunction, specific performanee or otherequitable relief to prevent the viol
39、ation or threatened violation of Consultant's obligati ons here un der.8. WAIVER. Any waiver by the Compa ny of a breach of any provisi on of thisAgreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provisi on hereof. All waivers by the Compa
40、ny shall be in writi ng.9. SEVERABILITY; REFORMATION. In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reas on, be held to be in valid, illegal or unen forceable in any respect, such invalidity, illegality or unenforceability shall not affe
41、ct any other provision or partof a provision of this Agreement; and this Agreement shall, to the fullest extent lawful, be reformed and con strued as if such inv alid or illegal or unen forceableprovision, or part of a provision, had never been contained herein, and such provision or part reformed s
42、o 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 subject, it shall be construed by limit
43、ing and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable law.10. ASSIGNMENT. The Company shall have the right to assign its rights and obligations under this Agreement to a party which assumes the Company' obligations hereunder. Consultant shall
44、 not have the right to assign his/her rights or obligations under this Agreement without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the Consultant's heirs and legal representatives in the event of his/her death or disability.11. HEA
45、DINGS. Headings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement.12. AMENDMENTS. This Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by all parties hereto. Any amendment, consent, decision, waiver or o
46、ther 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. NOTICES. Any no tices or other com muni cati ons required here un der shallbe in writing and shall
47、be deemed given when delivered in person or when mailed, by certified or registered first class mail, postage prepaid, retur n receipt requested, addressed to the parties at their addresses specified in the preamble to this Agreement or to such other addresses of which a party shall have notifiedthe
48、 others in accordance with the provisions of this Section 13.14. COUNTERPARTS. This Agreementmay be executed in two or morecoun terparts, each of which shall con stitute an orig inal and all of which shall bedeemed a sin gle agreeme nt.15. GOVERNING LAW. This Agreeme nt shall be con strued in accorda nce withand gover ned for all purposes by the laws ofapplicableto con tracts executed and wholly performed within such jurisdicti on. Any disputearis ing here un der sha