MASTER AGREEMENT FOR VENDOR SERVICESThis is a Master Services Agreement dated as of this __ day of ____, this “Agreement by and between , with a registered office at (“Company”),and having its registered office at (“Vendor”).本主服务协议（以下简称为本“协议”）由（注册地址为，邮编：，以下简称为该“公司”）与（注册地址为，以下简称为“供货商”）于日签订。
BACKGROUND签约背景Company desires to engage Vendor to perform certain services (the “Services”) pertaining to specific projects set forth on a Statement of Delivery (as defined below); and公司希望聘用供货商，提供有关《供货说明书》（定义如下）所列特定项目的服务（以下简称为该等“服务”）；且Company and Vendor wish to define herein the terms and conditions under which Vendor will provide Company with such Services.公司与供货商希望在本协议中确定供货商向公司提供该等服务时应遵循的条款与条件。
TERMS条款NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein, the parties agree as follows:现因此，鉴于本协议中的双方承诺及条件，双方约定如下：1. Term of Agreement: 协议期：This Agreement shall become effective as of the date written above and shall remain effective until, unless extended by mutual agreement of the parties or terminated earlier in accordance with the terms of this Agreement.1、除非双方同意延续或根据本协议条款提前终止本协议，否则本协议应于上述载明之日起生效，并至日届满。
2. Vendor’s Obligations:供货商义务：During the term of this Agreement, Vendor will perform the Services in accordance with a Statement of Delivery signed by Vendor and Company (each, a “Statement of Delivery”) under the overall supervision of a Company representative as designatedby Company, at the times and places and to the extent he or she reasonably specifies. Each Statement of Delivery will contain, but will not be limited to, the following details with respect to the Services to be performed by Vendor: (a) the description of the Services to be performed by Vendor and/or the deliverables to be produced by Vendor, (b) the fees to be paid to Vendor for such Services and/or a payment schedule, (c) the timetable for the performance of the Services and/or the completion of the deliverables, (d) the designation of the specific representative of each party assigned to the project, and (e) such additional information as the parties may wish to include. The current Statement of Delivery is attached hereto as ExhibitA.2、本协议期内，供货商应根据供货商与公司签订的《供货说明书》（以下分别被简称为“《供货说明书》”），按公司指定之公司代表规定的时间、地点及方式提供服务，并接受该公司代表的全面监督。
每份《供货说明书》均应包含但不限于有关供货商提供之服务的以下信息：(a) 供货商将提供之服务的描述和/或供货商将生产的可交付物；(b) 公司应就该等服务向供货商支付的费用和/或付款时间计划；(c) 服务的履行时间表和/或可交付物的完成时间表；(d) 双方分别为项目指派的特定代表；以及(e) 双方希望增加的其他事项。
附件A为当前使用的《供货说明书》。
Each Statement of Delivery will be attached as an Exhibit to this Agreement and shall constitute a separate agreement. Except for provisions herein which are specifically excluded or modified in such Statement of Delivery, each such Statement of Delivery shall incorporate therein all of the terms and conditions of this Agreement. In the event of a conflict between this Agreement and a Statement of Delivery (including any attachments thereto), this Agreement shall prevail. Vendor acknowledges and agrees that Company makes no minimum commitment of work, time or compensation to Vendor hereunder. Company will request that Vendor provide the Services, if at all, only on an as-needed basis, such need to be determined in Company’s sole discretion.每份《供货说明书》均应作为本协议附件，并构成独立协议。
除非《供货说明书》特别排除或修改本协议中的任何规定，否则《供货说明书》应包含本协议的所有条款与条件。
若本协议与《供货说明书》（包括其任何附件）产生冲突，应以本协议为准。
供货商承认并同意公司未就工作、时间或报酬，在本协议下向供货商给予最低承诺。
公司要求，供货商应仅按需提供服务（若确实需要），并应由公司自行确定是否需要该等服务。
3. Termination: 终止：Vendor and Company each have the right to terminate this Agreement or any Statement of Delivery, without having or giving a reason, by giving thirty (30) daysadvance notice to the other; provided, however, if Vendor fails to satisfy any of its obligations hereunder or the applicable Statement of Delivery, Company has the right to terminate this Agreement and/or such Statement of Delivery effective immediatelyupon giving notice to Vendor. In the event of termination, Company will only be liable for payment of Services actually completed prior to the effective date of termination. Any amounts paid prospectively by Company for Services (e.g., up-front fees) not actually performed as of the date of termination shall be immediately returned to Company by Vendor.3、供货商与公司均有权在提前三十（30）日通知对方后，因故或无故终止本协议或任何《供货说明书》；但是，若供货商未能履行其在本协议或相关《供货说明书》下的义务，公司应有权在通知供货商后立即终止本协议或该《供货说明书》。
若本协议或《供货说明书》终止，公司应仅支付该终止生效日前已实际完成之服务的费用。
若公司已就终止日未实际履行之服务支付了相关费用（如：先期费用），供货商应立即向公司归还该笔费用。
4. Company’s Obligations:公司义务(a) Compensation. Provided that Vendor fully performs its obligations as described in the applicable Statement of Delivery, Company will pay to Vendor the fees set forth therein for the performance of the Services. If invoicing and payments are tied to milestone payments, a payment schedule shall be included in the Statement of Delivery. If invoicing and payment are not tied to milestone payments, Vendor will invoice Company monthly at the rates agreed upon in the applicable Statement of Delivery. Company will pay all duly submitted and undisputed invoices within sixty (60) days of the date of receipt of such invoice. All invoices should be sent to: c/o Accounts Payable, Room 3801, Hong Kong New World Tower, 300 Mid Huai Hai Road, Lu Wan District, Shanghai, 200021.(a) 报酬：若供货商已完全按相关《供货说明书》履行其义务，则公司将按该《供货说明书》规定，就供货商提供之服务，向供货商支付相关费用。