Simple model of agency contract (1) Party A (the entrusting party): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (trustee): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
After careful negotiation, according to the relevant laws of our country, both parties sign the following agency agreement on the establishment of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 1: The entrusted items are _ _ _ _ _ _ _ _ _ 10,000 tons.
Article 2: Obligations of Party A
Provide Party B with all documents and background information related to the entrusted matters in a timely, truthful and detailed manner, and bear the adverse consequences caused to both parties by violation of this clause. Actively cooperate with Party B to do all the work beneficial to Party A, and provide convenience for Party B according to actual needs. Agency fees paid to Party B according to the provisions of this Agreement.
Article 3: Obligations of Party B
Actively and responsibly provide Party A with the agency services agreed in this agreement, and earnestly safeguard the interests of Party A according to law. Deal with the affairs stipulated in this agreement promptly and quickly, and actively keep in touch with Party A. Unless there are special reasons, Party B shall not provide any information, documents and other materials about Party A under this agreement to any third party under any circumstances.
Article 4: Term of Agreement
This agency agreement shall come into force from the date of signing and terminate on the date when the entrusted matters agreed in this agreement are completed.
Article 5: Amount and Payment of Agency Fees
Both parties agree through consultation that the amount and payment method of agency fee are as follows:
The total agency fee is RMB _ _ _ _.
◇ The agency fee shall be paid in two installments, namely, RMB when signing this Agreement and RMB when the agency affairs are completed.
Article 6: Termination of Agreement and Liability for Breach of Contract
If Party A fails to fulfill the obligations stipulated in Article 2 of this Agreement, or Party A fails to provide Party B with the materials needed for handling agency affairs within the time limit, or Party A fails to pay agency fees within the time limit, Party B has the right to terminate this Agreement.
If Party B fails to fully fulfill the obligations stipulated in Article 3 of this Agreement, Party A has the right to terminate this Agreement.
If this Agreement is dissolved due to Party A's reasons, Party A shall not ask for the refund of the paid agency fee. In case of termination due to Party B's proposal, Party B shall refund Party A's agency fee and bear the responsibility for the actual damage to its legitimate rights and interests due to Party A's failure to fully perform its obligations under this Agreement.
Article 7: Other Articles
1. In the process of agency affairs, if Party B needs to pay the expenses on behalf of Party A, Party A shall bear the expenses according to the invoice issued.
2. Matters not covered in this agreement can be negotiated separately. Supplementary agreements reached by both parties outside this agreement shall be regarded as an integral part of this agreement. This agreement is made in duplicate, one for each party, and each copy has the same legal effect.
3. In case of national policy changes or irresistible factors, Party A and Party B terminate this contract, and Party B will not bear legal responsibilities.
Simple model of principal-agent contract (II) This contract is signed by the following parties:
Principal (hereinafter referred to as "Party A"): _ _ _ _ _ _
Legal address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal representative/ID number: _ _ _ _ _ _ _ _ _ _ _ _
Tel: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Trustee (hereinafter referred to as "Party B"): _ _ _ _ _ _ _
Legal address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Person in charge: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Tel: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party A hereby entrusts Party B to appoint a lawyer as an agent after consultation with Party B for legal affairs (note: the entrusted matters are summarized here) ... Therefore, both parties have entered into this contract on the principle of equal consultation and in accordance with the provisions of the Contract Law, the Lawyers Law and other relevant laws and regulations for mutual compliance.
Article 1 Principal-agent matters
1. Entrusting agent content: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. Agency authority: the power of attorney signed by Party A shall prevail.
3. Entrustment period: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
After the signing of this contract, if the entrusted matters change and/or the agency authority changes, both parties shall sign another supplementary agreement on the entrusted matters and/or the entrusted authority changes.
Article 2 Entrust a lawyer.
Party B accepts the entrustment of Party A and, with the consent of Party A, appoints lawyer _ _ _ _ _ as the entrusted agent of Party A's legal affairs under this contract.
During the performance of this contract, if the agent is unable to perform the agency duties due to health, change of practice organization, suspension of practice, etc. Party A agrees that Party B will appoint another lawyer to perform the agency affairs under this contract.
Article 3 The duties of lawyers
Party B and its appointed lawyers shall perform their legal duties under this contract;
1. Be honest and trustworthy, be diligent and conscientious, and strive to safeguard the legitimate rights and interests of Party A in accordance with laws and regulations and the practice rules of the lawyer industry.
2. Respect Party A's right to know and inform Party A of the agency situation in time. Lawyers should listen carefully and properly handle the relevant opinions and suggestions put forward by Party A. ..
3. Keep Party A's business secrets or personal privacy known in the process of agency.
4. Act in strict accordance with Party A's authorization, and shall not act beyond its authority or agency beyond its authority to harm Party A's interests. ..
5. Party B shall not illegally seek the interests referred to by the law firm under this contract for Party A by providing legal services.
6. Take good care of the evidence and other legal documents provided by Party A to ensure that they are not lost.
Article 4 Statement of facts and submission of evidence
1. Party A shall state all the facts related to the legal affairs under this contract to the lawyer, and provide relevant evidence materials and/or evidence clues in accordance with the requirements of the Notice of Submitting Evidence Materials. If Party A fails to submit evidence materials and/or evidence clues according to the time and content required by the notice, the adverse consequences to Party A shall be borne by Party A. ..
2. If the relevant evidence materials submitted by Party A to the attorney are original, the agents of both parties shall handle the handover and signature procedures. If it is a copy, the signatory designated by Party A shall sign the evidence materials for confirmation.
Article 5 Lawyers' service fees and their payment methods
According to the relevant provisions of the Interim Measures for the Administration of Lawyers' Service Fees issued by the State Planning Commission and the Ministry of Justice, Party A and Party B determine through consultation that Party A shall pay Party B the lawyers' service fees. (note. Amount, payment time, etc. Should be described in detail here)
Article 6 Travel expenses and their payment methods
The travel expenses required for Party B to perform this contract are RMB.
Article 7 Expenses not belonging to Party B
The following expenses involved in Party B's handling of the law firm under this contract shall be paid by Party A to other charging institutions or individuals separately:
1, fees charged by people's courts, administrative organs, arbitration institutions, authentication institutions, notary offices and other departments.
2. Expert argumentation fee agreed by Party A. ..
Article 8 It is forbidden to collect fees outside the contract.
In addition to the fees agreed in this contract, Party B promises not to charge Party A any fees beyond the scope agreed in this contract for handling legal affairs under this contract. If Party B's lawyer puts forward any fees other than those stipulated in this contract for any reason, Party A shall refuse.
Article 9 The Contract shall be terminated in advance.
During the conclusion or/and performance of this contract, Party B has the right to terminate this contract under any of the following circumstances, but shall inform Party A of the reasons for termination and relevant information:
1. After the conclusion of this contract, Party B finds that there is an insurmountable conflict of interest, and it will violate the law or the lawyer's practice norms to continue acting as an agent.
2. Party A insists that lawyers pursue unrealizable or unreasonable agency goals.
3. The continued performance of this contract will bring unreasonable expense burden to Party B on the premise of unforeseeable in advance, and both parties fail to reach a supplementary agreement on the additional lawyer service fee.
4. Party A deliberately fabricates, conceals facts, practices fraud, deceives or misleads lawyers, and refuses to correct after being pointed out by lawyers.
If the contract is terminated according to the first paragraph of this article, the lawyer service fee charged by Party B shall be refunded. If the Contract is terminated according to the second or/and the third or/and the fourth item of this article, the lawyer service fee collected by Party B will not be refunded.
Article 10 In case of unforeseeable circumstances, in order to safeguard the legitimate rights and interests of Party A, Party A shall confirm the agent's acting beyond the authorized scope.
Article 11 Promise to keep your promise
During the performance of this contract, neither Party A nor Party B shall unilaterally terminate the contract, otherwise they will bear the liability for breach of contract as agreed in this contract. Unless otherwise agreed in this contract.
Article 12 Liability for breach of contract
1. If Party B violates the provisions of Article 1 1 of this contract, all the lawyer service fees (excluding the actual travel expenses) received by Party B shall be refunded to Party A after Party A requests a refund.
2. If Party A violates the agreement in Article 11 of this contract, Party B has the right to ask Party A to pay all the lawyer service fees agreed in this contract, but the paid fees will not be refunded by Party B. ..
3. If Party A fails to pay the lawyer's service fee and/or travel expenses to Party B in accordance with Articles 5 and 6 of this contract, Party B has the right to suspend or terminate the agency service at any time, and all consequences arising therefrom shall be borne by Party A. ..
4. In the process of performing legal affairs under this contract, if a lawyer causes economic losses to Party A due to his fault or negligence, he shall compensate Party A according to the relevant provisions of the lawyer's practice liability insurance contract insured by Party B. ..
5. If the lawyer intentionally causes economic losses to Party A when performing legal affairs under this contract, Party B shall be liable for compensation.
Article 13 Termination of the Contract
During the performance of this contract, if one party requests to terminate the contract, both parties shall negotiate separately and sign a written agreement.
Article 14 Supervision over the performance of duties
In order to facilitate Party B's understanding of the lawyer's performance, Party A promises to carefully fill out the Request Form for Lawyer's Service Quality and send it to Party B at any stage of the case represented by Party B's lawyer or when Party B's lawyer terminates his performance.
Article 15 Completion of Contract Performance
Party B's agency responsibility starts from the date of signing this contract to the end of the agency.
Article 16 Dispute settlement
Any dispute arising from the performance of this contract shall be settled through negotiation as far as possible. If negotiation fails, either party may apply to Chengdu Arbitration Commission for arbitration.
Article 17 the contract comes into effect
Unless otherwise agreed in this contract, this contract shall come into effect after being signed by both parties. This Contract is signed on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 18 Annex to the Contract
The annexes to this contract include Power of Attorney, Solicitation Form for Lawyers' Service Quality, Notice of Legal Risks of Entrusting Matters and Notice of Submitting Evidence Materials, and Party A shall sign this contract at the same time. The first two items are documents to be filled in, which shall be filled in by Party A and sent to Party B. ..
Party A (seal): _ _ _ _ _ _ _ _ _ Party B (seal): _ _ _ _ _ _ _ _
Authorized representative (signature): _ _ _ _ _ Authorized representative (signature): _ _ _ _ _ _
Bank of deposit: _ _ _ _ _ _ _ _ _ _ _ Bank of deposit: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Account number: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Date of signing this contract: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Simple model of principal-agent contract (III) Principal: (hereinafter referred to as Party A) _ _ _ _ _ _ _ _ _ _ _
Trustee: (hereinafter referred to as Party B) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Whereas Party A needs to entrust Party B with legal affairs. In view of Party B's qualification and ability to handle the affairs entrusted by Party A, Party A and Party B, through full consultation, hereby sign this agreement for mutual compliance in accordance with the General Principles of Civil Law of People's Republic of China (PRC), Contract Law of People's Republic of China (PRC) and other relevant provisions.
I. Party A entrusts Party B to handle the following legal affairs.
1, select M&A mode.
(1) Equity merger and acquisition, including equity transfer, capital increase and merger and acquisition.
(2) Asset mergers and acquisitions, including direct mergers and acquisitions and indirect mergers and acquisitions.
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2. Assist M&A negotiation
Because M&A involves the interests of companies, shareholders, executives, employees, the government and other parties, the relationship between the parties is complex. Generally, M&A will go through a difficult negotiation, and the negotiation experience and skills will even directly affect the success or failure of M&A projects. Lawyers, as legal professionals, can use their professional knowledge to help Party A and the target company make a choice and weigh the pros and cons.
_ _ _ _ _ _ _ _ _ _ _ _ has a professional team of lawyers with superb negotiation skills. It can help customers complete M&A negotiation with high quality and prepare for the success of the project.
3. Lawyer's due diligence
Any merger and acquisition has risks, and the key lies in the prevention of risks. Through the professional due diligence report issued by lawyers, risks can be found and preventive measures can be put forward. Different M&A models have different risks, and the risks of equity M&A mainly include: equity defects. Defects in shareholders' rights and interests. Fixed transaction risk. Contract risk. Employee risk of the target company. Tax risk. The foreign investment risk of the target company. Major litigation risks of the target company. Investment companies hold risks, etc. The risks of asset acquisition mainly include: asset defects (mortgage, pledge, guarantee, etc. ). Employee risk of the target company. M&A program risks, etc.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ can provide detailed due diligence reports for customers, including but not limited to:
(1) About the subject qualification of the target company, the authorization and approval of merger and acquisition.
(2) About the ownership structure and capital contribution of the target company.
(3) Foreign investment of the target company.
(4) Changes in the share capital of the target company and corresponding contracts, articles of association and resolutions.
(5) Merger, division, merger, bankruptcy and liquidation of the target company and its affiliated companies.
(6) About the property rights of the target company.
(7) Major contracts and creditor's rights and debts of the target company.
(8) The organization and governance structure of the target company.
(9) Related party transactions and horizontal competition of the target company.
(10) Human resources status of the target company.
4. Drafting and reviewing legal documents on mergers and acquisitions.
Due diligence can find risks in the early stage and propose modification plans, and M&A agreement is the final guarantee of M&A project, so a perfect and rich M&A agreement is the key to M&A's success and also a possible lawsuit in the future. M&A agreement includes preliminary intention agreement, memorandum, individual contract and final M&A contract and various attachments. The quantity is large and the content is complex, which requires the participation and completion of professional lawyers.
_ _ _ _ _ _ _ _ _ _ _ _ can provide professional, perfect and low-risk M&A agreements for customers.
5.M&A tax planning
Due to the large scale of general mergers and acquisitions, involving more assets and cash flow, the taxes payable by both parties in a merger transaction are also quite huge. The wrong mode choice and transaction mode of both parties will often increase the tax cost and cause undue losses to enterprises.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
6. Merger and acquisition integration legal services
Only mergers and acquisitions without integration will be big but not strong. To become bigger and stronger through mergers and acquisitions, it is very necessary to integrate after mergers and acquisitions.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
7, enterprise risk prevention special legal services
At present, many economic entities in China, especially small and medium-sized enterprises, have problems and even illegal behaviors in company establishment, operation, contract signing and human resources for various reasons. This has brought great hidden dangers to the long-term development of enterprises and the sustained growth of profits, which requires a professional team of lawyers to diagnose and eliminate risks.
_ _ _ _ _ _ _ _ _ _ _ _ has a professional team of lawyers, which can provide comprehensive risk prevention legal services for customers.
2. Party B appoints a lawyer.
Party B accepts the entrustment of Party A, and appoints and waits for lawyers to handle the legal affairs entrusted by Party A. If the appointed lawyer cannot perform the entrusted duties halfway for some reason, Party A agrees that Party B will appoint another lawyer to continue to perform the entrusted duties.
Three. Obligations of Party A
1. Support and assist the work of Party B's lawyers and provide them with necessary conditions and facilities.
2. According to the requirements of Party B's lawyer, provide the background materials, relevant materials and data of entrusted affairs in time, and be responsible for the authenticity, legality and completeness of all materials provided by Party B. ..
3. The planning, design scheme and work results released by Party B shall not be disclosed to any third party in any way.
4. Accept Party B's work results as agreed and pay corresponding remuneration.
Four. Obligations of Party B
1. Party B's lawyer shall diligently and dutifully complete the agency matters of the cases listed in Article 1.
2. Party B's lawyer shall remind Party A of legal risks according to his judgment made according to law, and do his best to safeguard Party A's interests. ..
3. Party B's lawyer has the responsibility to keep Party A's business secrets, and shall not disclose them to any third party unless required by law or agreed by Party A. ..
4. Party B shall file Party A's business separately, keep complete work records, and properly keep the original evidence, legal documents and property related to Party A. ..
Verb (abbreviation of verb) lawyer's agency fee
According to the Measures for the Administration of Lawyers' Service Fees and the complexity, involved objects and working hours of the affairs entrusted by Party A, Party A agrees to pay Party B the lawyer's fee of RMB through negotiation. The payment method and term are as follows:
1. On the day of entrustment, pay 30% of the agency fee.
The agency fee of 2.30% shall be paid on the date when both parties sign the intention agreement.
3. On the date of completion of the acquisition, pay 40% of the agency fee. Party A shall pay the agency fee according to the agreement. In case of overdue payment, Party A shall pay a late payment fee of 0.5 ‰ of the payable amount on a daily basis.
Sixth, the lawyer's working expenses.
Party B's lawyer shall reasonably use the working expenses in line with the principle of frugality. The following work expenses incurred by Party B's lawyer in handling matters entrusted by Party A shall be borne by Party A:
1, fees charged by relevant administrative, judicial, appraisal and notarization departments.
2. Translation fees, photocopying fees and information fees not charged by Party B. ..
3. Transportation, travel, accommodation, long-distance communication, etc. It happened in the course of handling a case.
4. Other expenses incurred after obtaining the consent of Party A. ..
Seven. Alteration and rescission of agency agreement
1. Party A and Party B may modify or dissolve this Agreement through consultation.
2. In any of the following circumstances, Party A has the right to terminate this Agreement:
(1) Change the attorney without Party A's consent.
(2) Party A suffers losses due to the delay, mistakes and dereliction of duty of Party B's lawyer.
(3) Party B violates other obligations of Party B stipulated in Article 4 of this Agreement.
3. Under any of the following circumstances, Party B has the right to terminate this Agreement:
(1) The matters entrusted by Party A violate the law or the scope of lawyer's practice.
(2) Party A fabricates facts, falsifies evidence or conceals important information.
(3) Party A still fails to pay the lawyer's agency fee or work fee to Party B for more than seven days.
Eight. responsibility for breach of contract
1. If Party B fails to provide the legal services agreed in this agreement without justifiable reasons, Party A has the right to require Party B to refund part or all of the paid legal fees. However, Party A shall not require Party B to refund the fees for the following improper reasons:
(1) Party A unilaterally entrusts lawyers from other law firms to act as agents.
(2) After Party B completes the entrusted agency, Party A demands a refund on the grounds that Party B charges too much.
(3) When Party A is the defendant, Party B's lawyer is prepared to appear in court, and the plaintiff withdraws the lawsuit.
(4) Other reasons not attributable to Party B or Party B's lawyer cause Party A to terminate the Agreement without reason.
2. If Party A terminates this agreement without reason, the lawyer fees collected by Party B will not be refunded, and Party B has the right to demand Party A to pay the unpaid lawyer fees.
3. If Party B's lawyer really suffers losses due to serious dereliction of duty, Party B shall be liable for compensation to Party A through the law firm or lawyer's practice insurance it has insured.
4. If Party A fails to pay the lawyer's agency fee or work fee without justifiable reasons, Party B has the right to ask Party A to pay the unpaid lawyer's agency fee, work fee and deferred interest.
Nine. Notifications and services
1. All notices, documents and materials sent or provided by Party A and Party B to each other due to the performance of this Agreement shall be sent to the address and fax listed on the signing page of this Agreement. If either party changes its mailing address, it shall notify the other party in writing within three days from the date of change, otherwise the uninformed party shall bear the relevant responsibilities arising therefrom.
2. If it is sent by fax, it shall be deemed as delivered when the fax is sent. If it is mailed, it shall be deemed to have been delivered on the date of registration or mailing.
X. Handling of disputes
Disputes arising from the performance of this Agreement shall be settled by both parties through consultation, and may also be mediated by relevant departments. If negotiation or mediation fails, either party has the right to bring a lawsuit to the People's Court of Hexi District, Tianjin.
XI。 Entry into force of the Agreement and others
1. This agreement shall come into force as of the date of signature by both parties.
2. This agreement is made in duplicate, each party holds one copy, which has the same legal effect.
3. Matters not covered in this Agreement shall be settled by both parties through consultation.
Twelve, the two sides agreed in particular.
Party A (official seal): _ _ _ _ _ _ _ _ Party B (official seal): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Legal representative (signature): _ _ _ _ _ Legal representative (signature): _ _ _ _ _
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