英文國(guó)際顧問(wèn)協(xié)議科研院所專家企業(yè)聘用協(xié)議模板英文

1、INDUSTRY-ACADEMIC CONSULTING AGREEMENTThis Agreeme nt is made thisday of, 201_7_, by and between(the Company”，a corporation organized and existing under the laws of the ,and(the Consultant”)，an employee and facultymember of, an educati onal in stituti on and charitable corporati onlocated in( XXX ”.

2、WHEREAS, the Con sulta nt, as a member of the faculty at XXX(XXX ”)，is permitted to perform limited consulting services for companies, subject to the terms of Consultant s employment relationshipXXth and the applicable policies and proceduresofand;WHEREAS, the Compa ny desires that the Con sulta nt

3、provide advice and assista nee to the Compa ny in his or her area of expertise; andWHEREAS, the Con sulta nt desires to provide such advice and assista nee to the Compa ny under the terms and con diti ons of this Agreeme nt;NOW, THEREFORE, the Compa ny and the Con sulta nt hereby agree as follows:Co

4、n suit ing ServicesSubject to the terms and con diti ons of this Agreeme nt, the Compa ny hereby retai nsCon sulta nt as a con sulta nt and tech ni cal advisor to perform the con sult ing services specifically set out in Exhibit A attached to this Agreement and made a part hereof (hereafter referred

5、 to as the Services), as said Exhibit may be amended in writing from time to time, and Consultant agrees, subject to the terms and con diti ons of this Agreeme nt, ren der such Services duri ng the term of this Agreement. Such services shall be limited to the area of expertise described in Exhibit A

6、 (the Field”)，as ame nded in writi ng from time to time. Con sulta nt shall ren der services here un der at such times and places as shall be mutually agreed by Compa ny and Con sulta nt. Con sulta nts commitme nt here un der shall not exceed30days per _year.It is understood that the purpose of the

7、Consulting is to provide periodic review and advice releva nt to certa in Compa ny matters, and that n either Con sulta nt nor Compa ny will ben efit if Con sulta nt provides in accurate advice or comme ntary based on in sufficie nt in formati on. To that end, Compa ny shall provide Con sulta nt, in

8、 adva nee of meet in gs, with accurate, un biased and sufficie nt in formatio n for him to review the subject matter thereof, and shall promptly provide further in formatio n that Con sulta nt reas on ably deems releva nt to formi ng any pert inentcon clusi ons releva nt to the matter for discussi o

9、n. It is expressly un derstood that Con sulta nt has no fiduciary obligati on to Compa ny, but in stead a con tractual one described by the terms of this Agreeme nt; that Con sulta nts role is to provide in depe ndent advice unin flue need by commercial concerns; and that service as a Con sulta nt d

10、oes not require him to be an advocate for Compa ny or its products in any forum, public or private. Compa ny expressly agrees that un der no circumsta nces will this role be compromised or in accurately represe nted.Compen satio n and reimburseme nt.In consideration of the services to be provided by

11、 Consultant to the Company hereunder, the Compa ny shall pay to Con sulta nt a fixed compe nsatio n of RMB. The Compa ny shallhave the complete rights to expense any grant obtained with assistanee from the Consultant. In additi on, the Compa ny shall reimburse Con sulta nt for reas on able travel an

12、d other expe nses Con sulta nt in curs in connection with perform ing the Services. To obtai n reimburseme nt, Con sulta nt shall submit to the Preside nt of the Compa ny, or his or her desig nee, an inv oice describ ing services ren dered and expe nses in curred un der this Agreeme nt. Compa ny sha

13、ll provide any docume ntati on requireme nts and any travel policy restricti ons to con sulta nt in writi ng in adva nee, or be foreclosed from relyi ng on such requireme nts and restrict ions to deny reimburseme nt. The Compa ny shall pay to Con sulta nt invoiced amounts with in thirty (30) days af

14、ter the date of inv oice. Compa ny will accommodate Con sultans request to arra nge, at Compa nys expe nse, for all of Con sulta nts travel and accommodati ons in connection with such meet ings if they occur outside the San Fran cisco metropolita n area.In depe ndent con tractor status.The parties a

15、gree that this Agreeme nt creates an in depe ndent con tractor relati on ship, n ot an employme nt relati on ship. The Con sulta nt ack no wledges and agrees that the Compa ny will not provide the Con sulta nt with any employee ben efits, in cludi ng without limitati on any employee stock purchase p

16、la n, social security, un employme nt, medical, or pension payme nts, and that in come tax withholdi ng is Con sulta nts resp on sibility. In additi on, the parties ack no wledge that n either party has, or shall be deemed to have, the authority to bind the other party.Indemn ificati onNotwithsta nd

17、ing any other term of this Agreeme nt, Compa ny shall indemnify, defe nd and hold harmless Con sulta nt, and XXX, its corporate affiliates, curre nt or future directors, trustees, officers, faculty, medical and professi onal staff, employees, stude nts and age nts and their respective successors, he

18、irs and assig ns (theide mn itees”, aga in st a ny claim, liability, cost, damage, deficie ncy, loss, expe nse or obligatio n of any kind or n ature (in clud ing without limitati on reas on able attor ney fees and other costs and expe nses of litigati on) in curred by or imposed upon the Indemnitees

19、 or any one of them in connection with any claims, suits, actions, dema nds or judgme nts aris ing out of this Agreeme nt (in clud ing, but not limited to, actions in the form of tort, warranty, or strict liability).Intellectual PropertyCon sulta nt and XXX un dersta nd and ack no wledge that Compa

20、ny will be provid ing access to proprietary and valuable in formati on that Con sulta nt might otherwise not receive. In additi on, those parties also un dersta nd that should Con sulta nt, in the course of providi ng Services, invent or participate in inventing modificati ons or improveme nts to Co

21、mpa ny tech no logy, Compa ny reas on ably seeks to secure such improveme nts for its own use and practice. At the same time, Compa ny un dersta nds and ack no wledges that Con sulta nt has pre-exist ing and on-go ing obligati ons to XXX and the spon sors of research at XXX (in clud ing obligatio ns

22、 un der gran ts, con tracts, collaborative agreeme nts, and “articipatio n agreeme n” assig ning to XXX all inven ti ons with in the scope of certa in policies). These obligati ons in clude a duty on the part of Consultant to disclose and assign to XXX any inventions or other proprietary rights aris

23、ing duri ng the course of such employme nt and any overlapp ing con sult ing arran geme nts (in cludi ng this Agreeme nt), and an obligati on to en sure that any con sult ing agreeme nt he en ters into is not in conflict with the XXX Policy on Inventions and Intellectual Property or in conflict with

24、 other XXX commitme nts, such as Con sulta nfs obligati on to publish research results.In order to en ter into this Agreeme nt with Con sulta nt, Compa ny therefore furtherack no wledges and agrees that in the eve nt that any con flict should arise betwee n the duties set forth in this Agreeme nt an

25、d Con sulta nfs obligati ons to XXX or spon sors of research at XXX, Con sulta nt shall n ecessarily no tify XXX immediately, and that Con sulta nts obligati ons to XXX and spon sors of research at XXX shall take precede nee over the terms of this Agreeme nt.However, the parties agree that it is mut

26、ually beneficial that Consultant be able to participate fully in providi ng Services, as stated herei n, without being obligated to con strain her or his comme nts or con tributio ns based upon the complexities of appl ying these con flict ing obligati ons to in tellectual property own ership. There

27、fore, in order to rec on cile these obligati ons, and promote Consultants participation, during the term of this Agreement Consultant shall promptly report and simulta neously disclose to XXX and to the Preside nt of Compa ny, or his or her desig nee, all inven ti on s, improveme nts, modificati ons

28、, discoveries, methods and developme nts, whether pate ntable or not, made or con ceived by Con sulta nt, or by employees or age nts of Compa ny un der Con sulta nts direct ion, duri ng the performa nee of this Agreeme nt that result directly from Con fide ntial In formatio n provided by Compa ny pu

29、rsua nt to this Agreeme nt and either embody Compa ny tech no logy or are reduced to practice as a modificati on or improveme nt to Compa ny tech no logy (hereby desig natedIhve nti ons”). Own ership of such Inven ti ons, and any pate nt rights related thereto, shall reside with XXX, if covered by a

30、pplicable XXX policies,or otherwise with Compa ny but subject to a man datory, cost-free lice nse back to Con sulta nt to use the Inven ti on for academic research purposes. If own ership lies with XXX, therprovided such Inven ti ons are not subject to prior con flict ing obligati ons to spon sors o

31、f research at XXX, Compa ny shall have an exclusive opti on, for 120 days follow ing no tice of Con sultan disclosure, to n egotiate an exclusive world-wide lice nse, on reas on able terms customary for XXX, to use, practice, license and sublicense rights under patents claiming such Inventions withi

32、n a mutually agreed field of use. (While the parties believe that conflicting obligations to research spon sors are un likely, it is con ceivable that in the course of such spon sored research Inven ti ons useful to Compa ny may emerge; rather tha n forego disclosi ng such fortuitous inven ti ons to

33、 Compa ny, to the exte nt permitted by such spon sorship and related agreeme nts Con sulta nt and XXX will en deavor to disclose and lice nse such Inven ti ons pursua nt to this Agreeme nt.)The Con sulta nt ack no wledges that the Compa ny does not desire to acquire any trade secrets, kno w-how, con

34、 fide ntial in formati on, or other in tellectual property that the Con sulta nt may have acquired from or developed for any third party, in clud ing the In stitutio n (Third-Party IP ”). The Compa ny agrees that in the course of provid ing the Services, the Con sulta nt shall not be required to use

35、 or disclose any Third-Party IP, including without limitation any intellectual property of (i) any former or curre nt employer, (ii) any pers on for whom the Con sulta nt has performed orcurre ntly performs con sult ing services, or (iii) any other pers on to whom the Con sulta nt has a legal obliga

36、ti on regard ing the use or disclosure of such in tellectual property.Con fide ntial In formati onThe parties ack no wledge that in connection with Con sultans Services, the Compa ny may disclose to Con sulta nt con fide ntial and proprietary in formatio n and trade secrets of the Compa ny, and that

37、 Con sulta nt may also create such in formati on with in the scope and in the course of perform ing the Services (here in after, subject to the exceptio ns belowCompa ny Con fide ntialIn formatio n ”). Such in formatio n may take the form of, for example: data concerning scie ntific discoveries made

38、 by the Compa ny; the Company kno w-how; the Compa ny/s manu facturi ng strategies and processes; the Companymarketi ng pla ns; data from the Compa n evaluati ons in ani mals and huma ns; the Compa n past, prese nt and future bus in ess pla ns; the Compa/y strategy for or status of regulatory approv

39、al; or the Compan/ forecasts of sales and sales data. Notwithsta nding the above, the Compa ny ack no wledges and agrees that none of the in formati on described in this Paragraph 6 (except Con fide ntial In formati on created by Con sulta nt) will be con sidered Compa ny Con fide ntial In formati o

40、n for purposes of this Agreeme nt, uni ess the information is disclosed to Consultant by the Company in writing and is clearly marked as con fide ntial, or, where verbally disclosed to Con sulta nt by the Compa ny, is followed with in thirty (30) days of such verbal disclosure by a writing from the

41、Company confirming such disclosure and in dicati ng that such disclosure is con fide ntial.Subject to the terms and conditions of this Agreement, Consultant hereby agrees that during the term of this Agreement and for a period of three (3) years thereafter: (i) Consultant shall not publicly divulge,

42、 dissem in ate, publish or otherwise disclose any Compa ny Con fide ntialIn formati on without the Compa nys prior writte n consent, which consent shall not be un reas on ably withheld; and (ii) Con sulta nt shall not use any such Compa ny Con fide ntial In formati on for any purposes other tha n co

43、n sultati on with the Compa ny, except that Con sultaist use of such in formatio n for purely in ternal academic research, without disclosure outside XXX, shall not be a breach of this Agreeme nt provided that Con sulta nt is not in breach of the In tellectual Property provisi ons of Paragraph 5 abo

44、ve. Notwithsta nding the above, the Compa ny and Con sulta nt ack no wledge and agree that the obligati ons set out in this Paragraph 6 shall not apply to any porti on of Compa ny Con fide ntial In formatio n which:was at the time of disclosure to Consultant part of the public domain by publication

45、or otherwise; orbecame part of the public doma in after disclosure to Con sulta nt by publicati on or otherwise, except by breach of this Agreeme nt; orwas already properly and lawfully in Consultants possession at the time it was received from the Compa ny; orwas or is lawfully received by Consulta

46、nt from a third party who was under no obligati on of con fide ntiality with respect thereto; orwas or is in depe nden tly developed by Con sulta nt without refere nee to Compa ny Con fide ntial In formati on;is required to be disclosed by law, regulation or judicial or administrative process; orin

47、the case of in formati on prepared by Con sulta nt, is en compassed with in and derived from Con sulta nts academic and professi onal commitme nts to XXX, an d/or any other con sult ing or research en gageme nt, provided that Con fide ntial In formati on described in this clause (vii) which constitu

48、tes Inventions shall be subject to thein tellectual property provisi ons of Secti on 5 of this Agreeme ntNotwithstanding any other term of this Agreement, the Company agrees that it shall not disclose to Con sulta nt any in formatio n which is Compa ny Con fide ntial In formati on: (i) except to the

49、 exte nt n ecessary for Con sulta nt to fulfill Con sulta n obligati ons to the Compa ny un der this Agreeme nt; or (ii) uni ess Con sulta nt has agreed in writi ng to accept such disclosure. All other in formatio n and com muni cati ons betwee n the Compa ny and Con sulta nt shall be deemed to be p

50、rovided to Consultant by the Company on a non-confidential basis. The Company also agrees that Con sulta nt may share the terms of this agreeme nt on a con fide ntial basis with its employers, legal and financial advisors, insurers and other third parties who have a legitimate need to know about the

51、m, and that Con sulta nt may disclose the existe nee and gen eral n ature of his con sult ing arran geme nt with the Compa ny with the Uni versity, his colleagues and co-workers, and his collaborators, as well as publishers and audie nee members at scie ntific conferen ces and forums at which Con su

52、lta nt is speak ing or prese nting, whe never such disclosures are legally or ethically required or appropriate. The Compa ny further agrees that Con sulta nt shall not be liable to the Company or to any third party claiming by or through the Company for any unauthorized disclosure or use of Compa n

53、y Con fide ntial In formatio n which occurs despite Con sulta complia nee with Con sulta ntsobligati ons un der this Agreeme nt.Upon term in ati on of the Agreeme nt, or any other term in ati on of Con sultan services for the Compa ny, all records, draw in gs, no tebooks and other docume nts perta i

54、ning to any Con fide ntial In formati on of the Compa ny, whether prepared by Con sulta nt or others, and any material, specime ns, equipme nt, tools or other devices owned by the Compa ny the n in Con sultt possessi on, and all copies of any docume nts, shall be retur ned to the Compa ny, exceptCon

55、 sulta nt may keep one copy of all docume nts for his or her files (which copy shall be subject to the con fide ntiality and non-use requireme nts set out in this Agreeme nt).PublicationNotwithsta ndi ng any other provisi on of this Agreeme nt, Compa ny un dersta nds that Con sulta nt has primary pr

56、ofessi on al, academic and ethical obligati ons aris ing in connection with Con sulta nts positi ons at XXX and that Con sulta nt is subject to policies of those in stitutio ns which protect academic freedom and preserve own ership of in tellectual property rights.Compa ny agrees that Con sulta nt s

57、hall be free to publish with in the scope of his or her professi onal and academic duties with respect to Con sultaparticipati on as a Con sulta nt, provided that Con sulta nt does not reveal Con fide ntial In formati on. Compa ny therefore agrees that in the course of her or hisprofessi onal and ac

58、ademic duties, Con sulta nt may discuss such participati on at conferen ces, with colleagues, and with stude nts, reside nts and fellows as Con sulta nt deems appropriate, without reveali ng such Con fide ntial In formati on. In either con text, as well as in the scope of his or her duties un der th

59、is Agreeme nt, Con sulta nt shall be free to con duct her- or himself without restra int or improper in flue nee, in accorda nee with XXX andIn stituti onal academic, ethical and publicati on sta ndards. Solely in order to permit Compa ny an opport unity to determ ine if Con fide ntial In formatio n

60、 or Inven ti ons are therein improperly disclosed, Con sulta nt agrees to use reas on able efforts to (i) provide to Compa ny at least thirty days in adva nee of submissi on to a journal any substa ntially complete manu script that in cludes such Con fide ntial In formati on; (ii) provide no tice to