法律顾问合同协议书英文版文件编号TT-00-PPS-GGB-USP-UYY-0089Beijing YingKe Law FirmCONTRACT ON RETAINING LEGAL COUNSELParty A:Address:Telephone:Fax:Party B: Beijing YingKe Law FirmAddress: 6th Floor, Tower C, Dacheng InternationalCenter, No. 76, East 4th Ring Middle Road,Chaoyang District，Beijing, 100124 Telephone:Fax:Party A would like to retain Party B as its legal counsel, according to " Law on Legal Counsel of the People's Republic of China" The two parties through consultation hereby agree upon, and shall be bound by, the following terms:Article ⅠParty A will designate 【】, as the lawyer employed by B, to work as A's legal counsel. 【】 will provide legal assistance and protect A's interests vested by law. Article Ⅱ Party B’s scope of responsibilityⅰ.Answer questions on legal issues from Client and give opinions or any advice on such issues;ⅱ. Upon the client’s request, Party B shall participate in commercial negotiations, in which Client is a party,and be concerned with drafting, modification,reviewing and examination of the legal documentssuch as contracts and agreements or preparing legal documents that is needed in the negotiations;ⅲ. Provide economic and legal informa tion pertain to the business operation of the client;ⅳ. Represent the client in the litigation of criminal, civil, economic and administrative cases; offer strategic legal advice in litigation and arbitration as a legal advisor, preventing or negating legal risk；ⅴ. Help to set up and organize files of legal documents and alarm any legal risk;ⅵ.Render legal consultancy for business operation and management of client;ⅶ. Participate in important economic activities of client, offering all follow up services if necessary;ⅷ. Provide legal documents such as legal opinion, lawyer’s advice, lawyer’s testimony and lawyer’s letter etc;ⅸ. Credibility investigation upon request: investigation on the entity qualification, business registration, legalstatus, true identity, background, status quo ofbusiness operation and management and assetsstatus of the cooperation partners and clients of client;ⅹ．Upon Client’s request, Party B should research, gather and explain any related law, rules, andregulations, and provide practical operationalguidelines for the clients;xi. Party B may sign, send and deliver legal documents with the authority of the clients;xii. Other services after negotiation and agreement by the two parties.Article Ⅲ Party A’s Obligationsⅰ. Party A shall provide convenience to legal counsels appointed by Party B and specially appoint a person to keep regular contact with the counsels of Party B;ⅱ.?Party A shall offer chances to the counsels appointed by Party B for attending client’s business meetings that are concerned in order that Party B can renderbetter legal services;?ⅲ. Party A should comprehensively, objectively provide information, materials and/or documents regardingthe legal affair to Party B within a reasonable time;ⅳ. Party A has the responsibility to make independent judgments and decisions. Party B shall not beresponsible for any loss incurred by Party A that is not caused by the negligent advice of Party B.Article Ⅳ Party B’s Obligationsⅰ. The Party B accepts the authorization of the Party A and assigns lawyer 【】as the attorney to deal with Party A’s legal affairs;ⅱ. The attorney assigned by Party B should take full responsibility toParty A’s legal affair stipulated in Article Ⅱ;ⅲ. Party B attorney should make the best efforts to maintain Party A’s benefit by making judgmentbased on the law;ⅳ. Party B attorney must complete Party A’s legal affairs promptly after obtaining the materials provided byParty A;ⅴ. The attorney acting for the Party B shall not deal with another party in a transaction or a dispute, withoutthe agreement of Party B, if the other party’s interest conflicts with Party B;ⅵ. The attorney actin g for Party B has an obligation of not disclosing any trade secrets to a third party,unless agreed by Party B or sanctioned by law;ⅶ. Party B shall keep a record of Party A’s services; the record must have a complete log of Party A’s services, along with the original evidences, legal documents or any belongings which should be kept properly.Article Ⅴ retaining fee and work expenseⅰ. The retaining fee is【】 yuan;Methods of payment：【】.ⅱ. Party A shall bear the cost incurred by the appointed lawyer of Party B during the course of business. The cost that shall be borne by Party A is included in the list, the list is not exhaustive and the cost that shall be bore is not restricted by the list. The list consists of:The commission of survey, certification fee, translation fee, outstation expenses (food, travel andaccommodation).Party B shall disburse the expenses upon agreeing with Party A.Methods of payment accepted: 【】 .Article Ⅵ Termination of the contractⅰ. Contract may be terminate d by mutual agreement after consultation;ⅱ. If the contract is terminated before consultation:a. If Party B’s appointed lawyer is replaced arbitrarilywithout the agreement of Party A, Party A mayterminate the contract if, by the result of thereplacement, Party A suffers significant loss or drop in quality of work;b. If Party A suffers a loss because of Party B’s delayand dereliction of duty, Party A may terminate thecontract;c. If Party A suffers an important loss in document that iscause d by Party B’s negligence in security obligation and disadvantageous legal opinion, Party A mayterminate the contract;d. If Party A has not paid the agreed fee to Party B in thestipulated time and after Party B has served a notice to Party A regarding this matter, Party B may terminate the contract if Party A still does not pay within thetime given in the notice.Article Ⅶ Liabilities for Breach of Contractⅰ. The Parties shall strictly abide by this Contract and shall not unilaterally terminate this Contract beforethe expiring date of?this Contract; otherwise thedefaulting party shall pay the non-defaulting party a penalty which is equal to the proportion of retainingfee for the remaining term of this Contract;ⅱ. Party A shall be liable for any dam age caused by Party A’s failure of providing the legal advisor withnecessary information or materials concerned in time;ⅲ. If Party A fails to pay the attorney fee on time, Party B shall have the right not to perform its obligationshereunder or to terminate this Contract；ⅳ. If Party B, without proper reason, violates the agreement or does not fulfill its obligation under thecontract, Party A may request Party B to return all or part of the retaining fees.Article Ⅷ Dispute solutionIn the event of a dispute, both parties must resolve the dispute in a friendly manner. If the dispute could not be resolved by mutual agreement, any parties may make an application to the People’s court for the dispute to be heard.Article Ⅸ Activation of the ContractThe contract shall come in to force from the date of 【】to the date of 【】.Article ⅩThere shall be two copies of the contract, one for each party, signed, sealed and delivered by both parties.Party A:Representative’s signature:Address:Telephone:Date: ______ year _____ month _____ dayParty B: Beijing YingKe Law Firm Representative’s signature:Address: 6th Floor, Tower C, Dacheng International Center, No. 76, East 4th Ring Middle Road,Chaoyang District，Beijing, 100124 Telephone:Fax:Date: ______ year _____ month ____ day2。