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CONSULTANCY

AGREEMENT

BETWEEN

PARTY A

AND

PARTY B

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This agreement is made by and between:

PARTY A

, a company existing under the laws o

f People’s Republic of China, having its

registered office in xxxxxxx

(H

ereafter referred to as “

PARTY

A”

)

AND

PARTY B, XXXXXXXXXX

(H

ereafter referred to as “

PARTY

B”

)

PROJECT: Projects signed with ********. (Hereinafter

refered to as “the Project”

)

Whereas:

1.

Project ;

2.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

ARITCLE 1

–

APPOINTMENT OF CONSULTANT AND SCOPE OF COOPERATION

1.1

Party A hereby appoints Party B as its consultants for the Projects in

Party B is agreeable to such cooperation;

Party A is desirous of cooperating with Party B to carry out the said

XXXX

(COUNTRY)

for

CLIENT,

subject

to

the

terms

and

conditions

of

this

Agreement. The consultants accept such appointment and agree to keep, observe

and perform the terms and conditions of the Agreement.

1.2

Party B shall not provide third parties of a

competitive nature the

same service as provided to Party A, for the same project throughout the effective

term of this Agreement.

1.3

The service contemplated under this Agreement shall be restricted

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in XXXX(COUNTRY).

ARTICLE 2

–

SUBJECT MATTER OF THE AGREEMENT

2.1

The parties shall cooperate with each other in accordance with obligations

and conditions contained herein the Agreement.

ARTICLE 3

–

OBLIGATION OF PARTY B

3.1

PARTY

B

is

obligated

to

show

its

capacity

by

providing

all

the

essential

information,

advice,

consultation

and

other

services

requested

by

PARTY

A,

in

view

of

obtaining

the

project

contracts

signed

between

PARTY

A

and

the

CLIENT

and

so

as

to

secure

the

good

execution

of

the

contracts

by

coordination

and

solving

the

problems

occurred between PARTY A and the CLIENT.

PARTY B will act as a consultant of PARTY A in XXXX (COUNTRY) to promote PARTY A's

participation

in

the

said

Projects

in

XXXX

(COUNTRY),

along

with

XXXX

(COUNTRY)

authorities

and

private

entities.

That

consultant

service

is

not

limited

in

scope

but

the

parties

will

agree

on

a

list

of

targets

which

will

constitute

the

initial

basis

of

PARTY

B

’s

work.

3.2

Upon the request of PARTY A whenever necessary, PARTY B should also:

P

rovide assistance to Party

A’

s work in

the client’s country.

S

upply to Party A with data concerning the market and other information including

information

on

laws,

payments,

taxation

and

other

standards

in

force

in

the

client’s

country which could be necessary.

T

ake part in the preparation and submission of any written document which must

be presented to client in relation to the Project.

A

ssist Party A to fulfill contractual obligations during the course of implementation

of the Project Contract.

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