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CONSULTANCY

AGREEMENT

BETWEEN

PARTY A

AND

PARTY B

This agreement is made by and between:

PARTY A

,

a company existing under the laws of People’s Republic of China, having its

registered office in xxxxxxx

(Hereafter

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.

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

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

in

XXXX(COUNTRY).

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

Party B is agreeable to such cooperation;

ARTICLE 2

–

SUBJECT MATTER OF THE AGREEMENT

ARTICLE 3

–

OBLIGATION OF PARTY B

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.

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

?

Provide assistance to Party

A’

s work in

the client’s

country.

?

Supply

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.

?

Take

part

in

the

preparation

and

submission

of

any

written

document

which

must

be

presented to client in relation to the Project.

?

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

the Project Contract.

ARTICLE 4

–

CONFIDENTIALITY

The

parties

shall

cooperate

with

each

other

in

accordance

with

obligations

and

conditions contained herein the Agreement.