영문 자문용역계약서(CONSULTING SERVICE AGREEMENT)

CONSULTING SERVICE AGREEMENT

문서서식포탈비즈폼

 

 

 

This Agreement (Agreement) is made this _____th day of ____ 2003, by and between Super Corp., a corporation duly incorporated under the laws of ______ with its principal place of business at _____________(Super) and Planning Inc, a corporation duly incorporated under the laws of _________ with its principal place of business at ________(Planning).

 

Now, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the

Parties hereto agree as follows :

 

 

Article 1. Service

1.1 Planning agrees to provide Super with the services concerning superstore which is propo

sed by Planning and attached to as Appendix A (Services). The Appendix A shall be integrated in this Agreement and shall be deemed as material part of this Agreement and the details of Appendix A may be amended by the parties mutual agreement from time to time during the performance of the Services hereunder.

1.2 These Services will be conducted by Planning and Super will accept such Services, pursuant to the terms and conditions of this Agreement. Such Services shall be rendered under the project title of _THUNDER, based on Appendix A.

 

Article 2. Term

2.1 This Agreement shall become effective upon its execution by the parties hereto and shall continue in force for ___ months from the execution date of the Agreement unless earlier terminated under Article 3.

2.2 This term may be amended by the parties mutual agreement, if required, during the performance of the Services hereunder.

 

Article 3. Termination

3.1 Either party may terminate this Agreement if the other party commits a material breach of this Agreement and such breach is either not curable, or not cured by defaulting party within (15) days from the date when the defaulting party received the written notice from the non-defaulting party, or if either party making an assignment for the benefit of creditors, or being adjudged bankrupt, or insolvent, or filing any petition seeking for itself any arrangement for dissolution and liquidation of its interests.

3.2 Notwithstanding foregoing, Super may terminate at any time this Agreement by giving to Planning thirty (3) days prior written termination notice without any reason.

3.3 If this Agreement is terminated for any reason attributable Super before the term expires, Super will pay the costs and expenses actually used and incurred in accordance with the Plannings prompt written report within the limitation of Consultant Fee.

3.4 If this Agreement is terminated for any reason attributable Planning before the term expires, Planning will pay ten percent (10%) of the Consultant Fee as liquidated damages.

 

Article 4. Consultant Fee

4.1 In consideration of the Service rendered by Planning, Super agrees to pay Planning US$411,000 as Plannings consultant fee (Consultant Fee) against Plannings invocies.

4.2 The Consulatant Fee shall be paid to Planning in five (5) installment payments method and the first invoice of Planning for an initial payment of U$82,000 shall be provided to Super upon the execution of this Agreement and the remaining four (4) invoices shall be provided to Super at the end of each month beginning July 2003.

 

Article 5. Reimbursable Expenses

5.1 Following expenses incurred by Planning relating to this Agreement (Reimbursable Expenses) shall be reimbursed by Super to Planning subject to the Supers prior written consent for which Planning shall provide Super with the ten (10) days prior written notice describing the situation and estimated Reimbursable Expenses:

a. Travel (business class international), accommodation;

b. translation, and communication;

5.2 Planning shall provide Super with the invoice for Reimbursable Expenses together with the detailed record for and documents evidencing such Reimbursable Expenses, and the Reimbursable Expenses shall be made concurrently with the invoice for the Consultant Fee specified in Article 4. Planning shall kee[ the record for all Reimbursable Expenses on a generally recognized accounting basis and such record for Reimbursable Expenses shall be available to Super or Supers authorized representative for review.

5.3 Notwithstanding foregoing, all Reimbursable Expenses shall not exceed ten percent (10%) of total Consultant Fee.

 

Article 6. Payment

6.1 All payment for the invoice for Consultant Fee in Article 4 and Reimbursable Expenses in Article 5 shall be made by Super to the Plannings account, which is designated by Planning from time to time, within thirty (30) days from the date when Super receives each invoices from Planning. If Super delay the payment of Plannings invoice without any reason, such payment shall be subject to the delay interest of ten percent (10%) per annum.

6.2 If Super delay the payment of Plannings invoice without any reason, Planning may hold all further work for the Services until such delayed invoice paid by Super.

6.3 Planning shall bear any taxes, fees or other charges which Korea governmental authorities may impose on Planning relating to this Agreement.

Article 7. Representation and Warranty

7.1 Planning shall represent and warrant that Planning is an expert fully competent in all phase of the work involved in providing the Services and that Planning shall not deny any responsibility or obligation to Super on the ground that Super provided recommendations or assistance with regard to any aspect of this Agreement and that the Services performed by its employees will be of the professional standards consistent with generally accepted industry standards for the performance of such Services and that the Services performed under this Agreement will be proceeded with utmost promptness and diligence and executed in a professional and workmanlike manner.

7.2 Planning shall acknowledge that Super has relied and will rely on Plannings capacity as an expert and that this is any extremely important undertaking and represents a significant and critical investment for Super and that the steps outlined in the process section of this Agreement are critical to leveraging the full potential of the concept and providing the essential building block to growing the supercenter retail strategy into a dominant national chain.

 

Article 8. Report

8.1 Planning will provide Super with written status report every month showing the progress and results of the projects and activities performed as stipulated in this Agreement certifying the work has been performed in accordance with the performance standards set forth herein.

8.2 Planning shall provide Super with final report containing designs, reports, manuals, and others produced relating to the Services by ___________.

 

Article 9. Ownership

All rights, including copyright, patent, etc, for the materials including designs, reports, manuals, and others produced relating to the Services shall be belong to Super upon the full payment of the Consultant Fee.

 

Article 10. Confidentiality

During the term of this Agreement and thereafter neither party shall disclose, without the others consent, any of the others confidential operations or processes, trade secret, or other confidential information concerning organization, business, finances, or affairs which it may learn during the term of this Agreement. This shall not apply to any information of the other party which is previously known to either parity, or has become public information, or is rightfully received by either party from a third party without an obligation of confidentially.

 

Article 11. Governing Law

The validity, formation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea.

 

Article 12. Arbitration

All disputes, controversies, or differences which may arise between the parties out of or in relation to or in connection with the Agreement or for the breach thereof, shall be finally settled by arbitration in Seoul, Korea in accordance with the Commercial Arbitration Rules of the Korean Commercial Arbitration Board. The award rendered by arbitrator(s) shall be final and binding upon both parties concerned.

 

Article 13. Non-Waiver

No claim or right of either party under this Agreement shall be deemed to be waived or renounced in whole or in part unless the waiver or renunciation of such claim or right is acknowledged and confirmed in writing by such party.

 

Article 14. Severability

If any one or more of the provisions contained in this Agreement shall be declared invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected and in such case the parties hereto oblige themselves to reach the intended purpose of the invalid provision by a new, valid and legal stipulation.

 

Article 15. Entire Agreement

This Agreement constitutes the entire agreement between the parties, all prior representations having been merged herein, and may not be modified except by a writing signed by a duly authorized representatives of both parties.

 

IN WITNESS WHEREOF, the parties through their authorized representatives have

executed the Agreement as of the date first above written.

 

Super Corp.		Planning Inc.
Name,    Title		Name,    Title

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