说明：这是适用于中小型外资企业的常年法律顾问合同英文版，供参考。

 

CONTRACT FOR ENGAGEMENT OF LEGAL COUNSEL

No.___ (2013) 

Party A:

Legal representative:

Address:

Telephone:

 

Party B:          Law Firm, Shenzhen Office

Address: 

Telephone: 

 

Party A hereby, in accordance with the relevant provisions of the Contract Law and the Lawyer Law of the P.R.C., engage Party B to act as its legal counsel and provide legal services in China. Based on the principles of good faith and through consultation, both Parties hereby enter into this Contract.

 

Article 1 Scope of Party B’s Services

Party B shall provide Party A with the following legal services:

1. Provide Party A with legal consulting or opinions on all legal matters in China, including but not limited contract, labor, tax, intellectual rights and import/export;

2. Draft, prepare, review or revise legal documents (such contracts and agreements);

3. Issue formal legal opinions and lawyer's letters as requested by Party A;

4. Provide preliminary analysis on potential or threatened disputes or lawsuits (excluding the whole proceedings of lawsuit/arbitration, for which a separate engagement contract must be negotiated and signed).

 

Article 2 Obligations of Party B

1. Party B shall appoint its professional lawyers to act as the legal counsels of Party A.

2. Party B’s lawyers shall diligently and carefully complete the legal services as listed in Article 1 hereof;

3. Party B’s lawyers shall exert their best efforts to protect Party A’S interests in China to the extent as permitted by law;

4. After receiving the relevant documents and data provided by Party A, Party B’s lawyers shall timely complete the matters as entrusted by Party A and report the working progress as required by Party A;

5. When acting as the legal counsels of Party A, Party B’s lawyers shall not provide any consulting opinions to any employees of Party A to the detriment of Party A;

6. In any case or transaction involving the interests of Party A and a third party, Party A’s lawyers shall not, without consent of Party A, act as the legal counsels or agents of the third party having conflict of interests with Party A;

7. Party B’s lawyers shall keep confidential all business secrets of Party A available to them, and shall not disclose such secrets to any third parties, except as otherwise stipulated by law or agreed by Party A; and

8. Party B shall keep a file separately and the working records completely for Party A’s entrusted matters, and shall properly keep any original evidences, legal documents and properties of Party A. 

 

Article 3 Obligations of Party A

1. Party A shall completely, objectively and timely provide Party B with various information, documents and data relating to legal matters;

2. Party A shall give specific and reasonable requests to Party B’s lawyers for handling legal matters; and

3. Party A shall timely and fully pay the counsel fees and working expenses to Party B pursuant to this Contract.

 

Article 4 Counsel Fees

As agreed by both Parties through consultation, Party A shall pay to Party B the counsel fees of RMB     by two installments. Within 10 days after this Contract becomes effective, Party A shall pay     of the said counsel fees, and the balance  of RMB    shall be paid within 10 days after expiration of 6 months from the effective date of this Contract.

The said counsel fees shall be paid to the following bank account of Party B:

Account name of Party B:

Bank:

Account No.: 

 

Article 5 Working Expenses

The following working expenses incurred by Party B’s lawyers for handling the matters entrusted by Party A shall be borne by Party A:

1. The expenses charged by the competent governmental, administrative, judicial, audit and notarization organizations;

2. The expenses for traveling, board and lodging incurred by Party B’s lawyers for handling the matters entrusted by Party A outside Shenzhen City; and

3. Other expenses paid upon Party A’s consent.

Party A shall reimburse the said working expenses actually incurred by Party B’s lawyers.

Party B’s lawyers shall reasonably spend the working expenses based on the principle of economy.

 

Article 6 Revision/Termination

This Contract may be revised or terminated upon agreement reached by both Parties through consultation.

 

Article 7 Dispute Resolution

This Contract shall be governed by the Contract Law, the Lawyer Law, the Civil Procedure Law and the Arbitration Law of the P.R.C.

Any dispute arising out of this Contract shall be firstly resolved by both Parties through consultation. If such dispute cannot be resolved through consultation, either party may bring a lawsuit with the competent court in China.

 

Article 8 Effectiveness

This Contract shall be executed in duplicate originals, of which each party keeps one, and shall become effective on the date when it is signed by the authorized representative and affixed with the official seal of each party.

 

Article 9 Term

The term of this Contract shall become effective on ____________ (the date) and continue in full force and effect for one year.

Both Parties shall, through consultation, decide whether to renew this Contract or not 30 days prior to expiration of this Contract. If both parties agree to renew it, a new contract shall be signed separately.

 

IN WITNESS WHEREOF, both Parties have caused this Contract to be executed by their duly authorized representatives on the date as below.

 

Representative:    

For and on behalf of      

Party A:   

Date:            

 

Representative: 

For and on behalf of 

Party B:       Law Firm, Shenzhen Office 

Date: