Legal service contract

With the general improvement of people's legal awareness, there are more and more occasions where contracts can be used, which is also an important measure to reduce and prevent disputes. I believe everyone is worried about writing another contract. The following are five legal service contracts I have compiled. Welcome to read the collection.

Article 1 of the legal service contract 1 This agreement is signed by the following two parties, namely: 1. Party A: _ _ _ _ _ _ _ _; Address: _ _ _ _ _ _ _; Tel: _ _ _ _ _ _; Fax: _ _ _ _ _ _ _; Postal code: _ _ _ _ _ _; 2. Party B: _ _ _ _ _ _ _ _; Address: _ _ _ _ _ _ _; Tel: _ _ _ _ _ _; Fax: _ _ _ _ _ _ _; Postal code: _ _ _ _ _ _.

Article 2 Party A is a company established according to the laws of China, and is now preparing to issue A shares and go public; Party B has obtained the Qualification Certificate for Securities Legal Business jointly issued by the Ministry of Justice of the People's Republic of China and the China Securities Regulatory Commission.

Article 3 Party A and Party B sign this agreement on the basis of equality, mutual benefit and consensus.

Party A entrusts Party B to handle legal affairs related to this A-share issuance and listing.

Article 4 The scope of Party B's work shall be determined according to (Interim Regulations on the Administration of Stock Issuance and Trading) and (Interim Provisions of China Securities Regulatory Commission of the Ministry of Justice on the Qualification of Securities Law Business and Law Firm).

Article 5 The lawyer of Party B shall be diligent and conscientious, strictly implement the work plan and complete the following matters within the scope of work: 1. Assist Party A in drafting the asset reorganization plan and provide consultation and demonstration opinions; 2. Assist Party A in drafting all kinds of customs declaration documents, and assist the deputy manager in handling relevant customs declaration procedures; 3. Drafting, amending or reviewing the Articles of Association; 4. Assist in reviewing or modifying the prospectus; 5. Confirm the legality of Party A's subject qualification; 6. Assist in solving the legal obstacles involved in tax, property, asset structure and equity structure of Party A in the shareholding system reform; 7. Assist in drafting, formulating or reviewing the provisions on protecting the rights and interests of minority shareholders and the provisions on the legal liability of the company and shareholders caused by disturbances; 8. Coordinate the relationship between Party A and relevant parties; 9. Provide legal testimony for Party A's important activities in the process of shareholding system reform and A-share issuance and listing; 10. Issue various legal opinions according to law; 1 1. Perform continuous legal responsibilities after this A-share issuance and listing; 12. Complete the legal affairs related to A-share issuance, underwriting and other listing entrusted by Party A. ..

Article 6 Main rights and obligations of Party A (1) Main rights of Party A 1. Party A may consult Party B's lawyer about matters within the scope of work listed in Article 5; 2. Party A has the right to suggest Party B to make corresponding changes according to the actual situation and changes in the work plan; 3. Party A has the right to require Party B to make a complete and accurate statement of the legal documents made by Party B without affecting fairness and objectivity; 4. Party A has the right to ask Party B not to disclose the information it wishes to keep confidential to a third party; 5. Other rights.

(II) Main obligations of Party A: 1. Party A shall truthfully provide Party B with all the information needed to complete the items listed in Article 5, and guarantee its authenticity and integrity; 2. Party A shall not make misleading or false statements to Party B's lawyers; 3. Party A shall pay relevant expenses to Party B as agreed; 4. Other obligations.

Article 7 Main Rights and Obligations of Party B (1) Main rights of Party B: 1. In order to complete the items listed in Article 5, Party B has the right to request Party A to provide complete and authentic documents; 2. Party B has the right to charge Party A related fees; 3. Other rights.

(II) Main obligations of Party B 1. Party B has the obligation to work diligently for Party A in accordance with the relevant laws and regulations of People's Republic of China (PRC), and at the same time abide by the professional ethics of lawyers.

2. Party B's lawyer has the obligation to keep confidential the materials and information that Party A does not want to disclose at work; 3. On the premise of maintaining its independence and objectivity, Party B shall obey the overall arrangement of Party A. ..

4. Other obligations that should be fulfilled.

Article 8 Fees (1) The total agency fee charged by Party B is RMB.

(2) Party A pays the agency fee to Party B twice: 1. Within _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

2. Party A shall pay the remaining fees to Party B within _ _ _ _ days after Party B completes all legal agency work. ..

(3) The actual expenses such as travel expenses, accommodation expenses and communication expenses incurred by Party B's lawyer for undertaking entrusted matters shall be borne by Party A according to relevant documents.

Article 9 Liability for breach of contract (1) The following acts belong to breach of contract: 1. Party A fails to provide the documents and materials required for Party B to complete the matters listed in Article 5, or delays or falsely provides the above documents and materials, which is enough to hinder Party B's work progress and constitutes a breach of contract for Party A; 2. Party A's failure to pay the lawyer's agency fee and related expenses as agreed is a breach of contract by Party A; 3. If the quality of Party B's work is not up to standard, which will affect the issuance and listing of Party A's A shares, Party B will breach the contract; 4. If Party B fails to complete or delays the completion of the items listed in Article 5, Party B will constitute a breach of contract; 5. If Party A or Party B breaches the contract and terminates the execution of this Agreement, it is a breach of contract by Party A or Party B. ..

(II) Handling of breach of contract: If Party A or Party B commits the above-mentioned breach of contract, it shall compensate the other party for _ _ _ _ _ _ _ _ _ _ _ _ _ _.

Article 10 This contract may be modified under any of the following circumstances: both parties agree; 2. One party proposes to amend this agreement, and the other party does not object; 3. The contract must be modified due to force majeure; 4. Other circumstances.

The modification of this contract must be made in writing.

Article 11 The Contract shall be terminated in any of the following circumstances: 1. The entrusted agency work has been completed; 2. Both parties agree to terminate; 3. This contract must be terminated due to force majeure; 4. Other circumstances.

The termination of this contract must be in writing.

Article 12 This contract is made in duplicate, with each party holding one copy, all of which are equally authentic.

Article 13 This contract shall come into force as of the date of signature.

Party A (seal): _ _ _ _ _ _ Party B (seal): _ _ _ _ _ (signature): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

Part II of the Legal Service Contract (1) Establishment and Fund Raising Stage of Private Equity Investment Fund

The lawyer's business at this stage mainly involves the legal affairs of setting up private equity investment funds and raising funds.

1. Provide legal environment assessment for the establishment of private equity investment funds.

By studying and explaining the laws, regulations and rules of the state on private equity investment, it helps the sponsors to clarify the development strategy, legal system and policy orientation of the state on private equity investment.

2. Participate in the planning and design of the fund establishment mode.

The legal ways to set up a new private equity investment fund can be company system, trust system and limited partnership system. Lawyers make comparison and suggestions from the legal point of view. If the limited partnership model is adopted, the lawyer will examine whether it meets the investment threshold stipulated by local laws and regulations and the qualification restrictions on investment managers.

3. Design and demonstration of the legal framework for fund establishment.

The legal framework of private equity investment aims to protect the legitimate rights and interests of capital providers (investors), capital actors (private equity fund managers) and private equity capital recipients (target enterprises), minimize the uncertainty in market transactions, increase the predictability of transaction consequences and protect the interests of all parties.

The transaction is safe.

4. Participate in fund roadshows and investment negotiations.

Lawyers can assist sponsors of private equity funds in fund roadshows, make and modify roadshows, initial fund formation methods and investment letters of intent, and participate in negotiations between investors and fund sponsors. At the same time, they can help the fund screen and recommend specialized fund promotion agencies, and draft and modify consignment agreements.

5. Drafting the core legal text of the Fund. According to the different organizational forms determined by the fund, lawyers help the fund to draft and determine the final legal text of the private equity fund, such as the fund's articles of association, internal governance rules and regulations, limited partnership agreement, etc. Lawyers should make perfect legal design from the aspects of establishment, operation, voting mechanism, distribution of responsibilities and rights, benefit sharing, operating period, investment withdrawal and termination.

6. Participate in the approval and registration of private equity funds to avoid the legal risks of fund establishment.

7. Qualification examination of participants. Review the legal qualifications and scope of authorization of investors, as well as the qualifications of directors, senior managers and partners.

8. Assist in the change and transfer of fund shares. Lawyers introduce new investors or transfer the shares of original investors to the fund, assist in signing relevant agreements and go through the formalities of change.

9. Employed as an external legal expert member of the fund investment decision-making committee, attended the meeting of investment decision-making committee members as nonvoting delegates, and expressed professional opinions on major investment decision-making projects.

10, Capital Security Review. Assist in establishing the risk control department of fund managers. Lawyers assist in reviewing the rights and responsibilities of basic managers, evaluate the legitimacy, compliance, comprehensiveness, prudence and timeliness of the internal control system of funds, and put forward suggestions and plans for revision in time.

1 1. Supervised design. Assist the fund to establish a clear investment authorization system, establish a strict investment prohibition and restriction system, and ensure that the fund's investment is legal and compliant.

12. Evaluate the impact of major changes such as laws, regulations, policies and market environment on the operation of the fund in a timely manner, and put forward countermeasures in a timely manner.

13. Assist the Fund to formulate solutions to sudden major risk events and irregularities.

(B) Investment project screening review stage

The main task of lawyers at this stage is to help investors find suitable investment projects and make legal arguments. Its contents mainly include:

1. Assist investors to provide valuable projects and investment opportunities.

2. Assist in the preliminary review of the project. Lawyers review the business plan or financing plan and related materials submitted by the enterprise in writing, participate in the preliminary field investigation and evaluation of the target enterprise, and conduct legal argumentation on the feasibility of the project.

3. Participate in negotiations to determine and protect investors' investment rights and interests.

4. Assist in signing the investment letter of intent and memorandum, and consolidate the negotiation results in time.

5. Assist in formulating confidentiality agreements and take relevant measures to protect the business secrets of all parties in the negotiation process, such as financial data, enterprise strategy and planning, important contracts, customer lists, etc.

6. Conduct due diligence on the project to be invested. The scope of due diligence includes the investee's legality, finance and taxation, corporate governance structure and team, labor and employment, assets and funds, intellectual property rights and know-how, contracts and agreements, foreign investment, related party transactions, litigation and potential litigation, industrial legal environment, etc. , and according to different industries and enterprises,

Different factors in different development periods determine different inspection focuses in order to avoid investment risks and improve investment efficiency.

7. Design investment model, draft and negotiate investment agreement. The contents of the agreement include investment amount, fully diluted share price and form, share priority, investment preconditions, anti-dilution clauses, repurchase clauses and protective clauses. , and designed the company's financial structure and governance structure, the shareholding ratio of investors, the respective rights and responsibilities of shareholders' meeting, board of directors, board of supervisors and managers, the management's equity and option arrangement, gambling terms and so on.

8. According to the mode of investment, draft and sign an agreement on capital increase and share expansion or an agreement on equity transfer.

9. Assist in signing and implementing investment agreements. After the signing of the investment agreement, the lawyer will assist the examination and approval authorities and handle the change registration. At the same time, improve the assistance management, including the handover procedures between the invested enterprise and the investor, personnel stationing, material handover, asset liquidation and other related procedures.

(3) After a private equity fund invests in an enterprise at the stage of managing investment projects, the lawyer shall assist the private equity fund in investment management of the target enterprise according to the actual situation of the invested enterprise. At this stage, the lawyer's work mainly includes:

1. Provide investment investigation and analysis, conduct market investigation and analysis on the market prospect of enterprise products, and help target enterprises determine market positioning.

2. Help the target enterprise choose strategic partners, and act as an agent to help customers contact potential partners, participate in negotiations and promote cooperation between the two parties.

3. Assist investors to further improve the internal governance structure of the invested enterprise. Including adjusting the composition and voting rights of the board of directors, recommending senior managers and sending financial personnel, failed to

Changes in governance structure when achieving scheduled performance. In addition, lawyers can help design a certain incentive and restraint mechanism, increase the management stock ownership plan, and realize the effective control of investors over the senior managers of the invested enterprises.

4. Help investors to review the newly revised articles of association of the target enterprise, the rules of procedure of the shareholders' meeting, the rules of procedure of the board of directors and other important documents that regulate the operation, so as to urge the target enterprise to establish a reasonable management system and legal framework.

5. Provide trademark registration and protection, patent application and protection services, assist target enterprises in trademark registration and patent application, and assist enterprises in claiming relevant rights.

6. Exercise investment rights and interests on behalf of investors, participate in the board of directors, supervise assets and coordinate the interests of all investors, and formulate investment income distribution plans.

7. Assist the target enterprise to go public and design the listing plan for the target enterprise to be listed.

8. Employed as a special or perennial legal adviser of the target enterprise to participate in the integration and regulation of the target enterprise.

(4) Exit stage

The exit of venture capital mainly includes public listing, acquisition and merger, repurchase and liquidation. After the successful operation of the investment project, lawyers will provide legal services for the withdrawal of capital, participate in the whole process of project listing, acquisition and merger, and assist investors to recover their investment to the maximum extent. The related work here includes:

1. Negotiate, draft and review various transaction documents.

2. Demonstrate the advantages and disadvantages of various exit modes, and assist in selecting specific exit modes.

3. Draw up the overall withdrawal plan, make relevant legal documents, and make a detailed analysis of the withdrawal plan.

Article 3 of the legal service contract Party A:

Address: Postal Code:

Tel: Fax:

Party B: Law firm

Address: Postal Code:

Tel: Fax:

On the basis of equality and voluntariness, Party A and Party B have reached the following agreement on the legal service of this project (hereinafter referred to as "this project") through friendly negotiation:

Article 1 Acceptance of entrustment

Party B accepts the entrustment of Party A and appoints lawyers to provide legal services for Party A's projects.

According to the needs of the project, Party B may add or arrange other lawyers of Party B to assist in providing legal services related to the project.

Article 2 Entrusting matters

Both parties agree that the legal services provided by Party B for this project include:

1, to provide advice on relevant legal issues involved in the project;

2. Conduct legal due diligence on the project and issue a due diligence report;

3. Participate in project-related discussions and negotiations;

4. Drafting, reviewing and modifying agreements, articles of association and other relevant documents related to the project;

5. Assist Party A to formulate treatment plans related to the project;

6. Assist Party A to communicate and coordinate with relevant local government departments;

7. Assist Party A to coordinate the work of intermediary agencies such as asset appraisal and financial audit;

8. Assist or represent Party A in bidding for all approvals, permits and confirmations related to the project;

9. Handle all kinds of (industry and commerce, taxation, customs, real estate, etc. ) handle the change registration caused by equity transfer on behalf of the company;

9. Handle other matters related to the project entrusted by Party A and safeguard the legitimate rights and interests of Party A. ..

(The scope of service depends on the specific situation)

Article 3 Obligations of Party A:

1. Provide all documents and background information related to the project to Party B in a timely, truthful and comprehensive manner, and bear the adverse consequences arising from violation of this clause;

2. Actively cooperate with Party B's lawyers for the benefit of Party A, and provide Party B with office, transportation and accommodation facilities according to actual needs;

3. Pay the lawyer's fee to Party B in accordance with Article 5 of this Agreement.

Article 4 Obligations of Party B:

1. Seriously and diligently provide Party A with the services within the scope of Article 2 of this Agreement, and earnestly safeguard the interests of Party A according to law;

2. The consultation, legal opinions and texts provided by Party B shall comply with the provisions of laws and regulations, and do its best to safeguard the legitimate rights and interests of Party A ... unless the materials and information provided by Party A are concealed, untrue or misleading;

3. Party B has the obligation to keep confidential the business secrets or information of Party A obtained by completing the entrusted matters agreed in this agreement. Without the prior consent of Party A, it shall not be disclosed to any third party, made public or used for other purposes.

Article 5 Fees and payment methods:

1. Party A and Party B agree that Party A shall pay Party B the legal service fee in installments for the services listed in Article 2 of this Agreement. Among them, RMB shall be paid within days after this agreement comes into effect, RMB shall be paid on time, and the balance shall be paid on the day when the entrusted legal affairs are completed.

2. Party A shall pay the necessary and reasonable expenses such as materials, photocopying, transportation, communication, travel and government expenses incurred by Party B for handling the matters entrusted by Party A according to the facts.

Article 6 Liability for breach of contract:

1. If Party A fails to pay the relevant fees within the time limit without any reason, Party B has the right to suspend or terminate this agreement, and Party B will not bear the losses caused to Party A as a result.

2. If the project is terminated in advance due to reasons other than Party B's, the fees charged by Party B will not be refunded, and the fees receivable by Party B shall be determined by both parties through consultation according to the workload of Party B..

Article 7 Validity period

This agreement shall be valid from the date of signature and seal by both parties to the date of completion of entrusted legal affairs.

Article 8 Alteration of the Agreement

Any change of this agreement shall be agreed by both parties through consultation, and a change agreement shall be signed separately.

Article 9 Supplementary Provisions

1. This agreement is made in duplicate, with each party holding one copy, with the same legal effect.

2. For matters not covered in this agreement, both parties shall sign a supplementary agreement separately, which shall have the same legal effect as this agreement.

Party A:

Legal Representative (or its authorized agent):

Party B:

Legal Representative (or its authorized agent):

date month year

Article 4 Entrusting party (Party A) of legal service contract: name (or title)

Address: Tel:

Trustee (Party B):

Address: Tel:

Party A entrusts Party B to provide legal services, and both parties reach the following agreement through consultation:

1. Party B accepts Party A's entrustment to appoint a lawyer as Party A's agent (defender) or provide legal services. Party B's agency authority is detailed in the power of attorney.

Two. Party B shall make full use of its professional knowledge and skills, provide legal services on matters entrusted by Party A, and safeguard the legitimate rights and interests of Party A. If the lawyer appointed by Party B fails to perform his duties halfway for some reason, Party A has the right to terminate the contract and negotiate a refund according to the workload completed by Party B, unless Party A agrees to appoint another lawyer to represent Party B. ..

3. Party A shall pay the legal service fee of RMB to Party B, and bear the travel expenses, communication expenses, printing expenses and other expenses that Party A should pay during the service provided by Party B. When Party B receives the service fee of Party A, it shall issue an official invoice to Party A. Other expenses shall be settled truthfully after the case is closed.

Four. Party B shall not ask or charge Party A any fees other than those stipulated in this contract. However, if Party A increases the litigation request or the other party files a counterclaim, the legal service fee will be charged separately.

Verb (abbreviation of verb) Party A shall truthfully state the case to Party B and provide evidence or evidence clues related to the case. Party B shall properly keep the original evidence provided by Party A and issue a receipt to Party A. ..

Party B shall investigate and collect evidence according to the evidence clues provided by Party A.. At the same time, assist Party A to submit relevant evidence to the court within the statutory time limit.

Seven. Party A shall ensure that the relevant evidence provided is objective and true. After accepting the entrustment, if Party B finds that Party A has fabricated, concealed facts or cheated, it has the right to terminate the service contract with Party A, and the service fee paid by Party A will not be refunded.

Eight. Party B has the obligation to keep confidential the privacy, business secrets and technical secrets of Party A that it knows during the service.

IX. After the signing of this contract, both parties may terminate the contract at any time. If Party B fails to perform the agreed obligations or terminates the agreement without reason, all legal service fees will be refunded; If Party A terminates the agreement through no fault of Party B (lawyer), the legal service fee will not be refunded.

X this contract shall be valid from the effective date of the contract until the judgment of this case (including mediation, ruling and non-litigation matters) is issued.

XI。 This contract is made in duplicate and shall come into effect after being signed and sealed by both parties and paying the service fee.

Twelve. Other terms agreed by both parties:

Party A (official seal): _ _ _ _ Party B (official seal): _ _ _ _ _

Legal representative (signature): _ _ _ _ _ Legal representative (signature): _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Article 5 of the legal service contract Party A (the employer):

Party B (Party B):

1. Party A is a limited liability company approved by People's Republic of China (PRC) and China and registered in the Administration for Industry and Commerce.

2. It is a partnership law firm established under the laws of China.

3. In order to make Party A's corporate behavior conform to the laws of China and protect its legitimate rights and interests with the laws of China, Party A voluntarily hires lawyers to provide special legal services. Both parties reached the following contract through consultation:

1 service period

According to Party A's requirements, Party B appoints our lawyers to provide Party A with special legal services. The period starts from the date when Party B provides this special legal service for Party A after the signing of this contract, and ends when Party B proves that the project is feasible and provides corresponding legal documents, or it is not feasible and issues relevant legal documents, but the longest service period shall not exceed months.

2. Reasons for entrustment

Party A needs Party B's lawyer to provide special legal services due to the incident.

3 Work content

3. 1 Provide suggestions on legal issues of the project.

3.2 Draft various legal documents related to this project at the request of Party A, and issue legal opinions on the feasibility of this project.

3.3 At the request of Party A, review all kinds of legal documents related to this project and put forward suggestions for revision.

3.4 At the request of Party A, participate in the negotiations related to this project. ..

4 Rights and obligations of both parties

4. 1 Party A has the right to ask Party B to report the work progress to it.

4.2 Party A shall provide true information to Party B and shall not make false statements; Party B also has the right to request Party A to provide true and comprehensive information and materials on the legal affairs entrusted by Party A. ..

4.3 Party A shall not require Party B's lawyer to engage in activities that violate the current national laws and regulations, professional ethics and practice discipline.

4.4 Unless Party B has gross negligence, Party A shall not terminate this contract in advance.

4.5 Party B's lawyer shall be honest and trustworthy, abide by professional ethics and practice discipline, and provide legal services to Party A strictly and prudently. Party B shall appoint lawyers with corresponding professional abilities to provide legal services for Party A. ..

4.6 Party B shall not disclose Party A's business secrets and technical secrets that he came into contact with during his employment with Party A, and shall not use Party A's business secrets and technical secrets to seek benefits for himself or others.

4.7 Party B shall not make false promises to Party A without facts and legal basis.

4.8 Party B must carry out agency activities within the scope authorized by Party A and shall not exceed the agency authority.

4.9 Party B shall not refuse to accept Party A's request to handle legal affairs in accordance with this contract. Except that Party A provides false materials for seeking illegal interests.

5 Special agreement

5. 1 party b can undertake the legal affairs of other parties without hindering or delaying the legal affairs assigned by party a. ..

5.2 In case of merger, division or name change of Party A during the contract period, the successor of Party A's rights and obligations shall enjoy and perform the rights and obligations of Party A agreed in this contract.

5.3 Party B's lawyers and assistants do not enjoy the rights enjoyed by Party A's employees according to the Labor Law and the Labor Contract, nor do they undertake the obligations that Party A's employees should perform according to the Labor Law and its Labor Contract.

6 related responsibilities

6. 1 Party A unilaterally terminates this agreement without legal reasons, and the attorney fees charged by Party B will not be refunded. And bear a fine of 10 thousand yuan.

6.2 Party B unilaterally terminates this Agreement without legal reasons, unconditionally returns all attorney fees charged by Party B, and bears the penalty of RMB 10000.

6.3 If Party A fails to pay Party B's lawyer's remuneration for more than 30 days without justifiable reasons and fails to pay the lawyer's remuneration upon Party B's written request, it shall be deemed that Party A unilaterally terminates this Agreement.

6.4 If Party B refuses to provide legal services to Party A for more than 30 days without justifiable reasons, and refuses to provide services after Party A's written request, it shall be deemed that Party B unilaterally terminates this Agreement. ..

6.5 If Party A commits a major illegal act, which seriously damages the national interests and social interests of China, and refuses to correct it after Party B's lawyer raises a written objection, Party B has the right to suspend the performance of this Agreement. This suspension is not considered as a breach of contract, and the consequences arising therefrom shall be borne by Party A. ..

6.6 Either party shall explain the reasons in writing and notify the other party of the termination of the contract. 7 attorney's fee

The service fee of the special lawyer for this project is RMB Yuan only, which shall be paid in one lump sum within 5 days from the date of signing this contract.

8 supplementary provisions

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8. 1 If the mailing address and the addressee's document delivery address specified in the annex to this contract are changed, the changing party is obliged to notify the other party in writing, otherwise the documents sent to the original address and the original addressee (by express mail) will be deemed as delivered on the third day after being sent.

8.2 Disputes arising from this contract can be settled by both parties through consultation, and lawsuits arising from the performance of this contract shall be under the jurisdiction of the people's court in the place where the contract is signed.

8.3 This contract is made in Chinese in duplicate, one for each party, and shall come into effect after being signed and sealed by both parties. This contract was signed on.

Party A: Legal Representative:

Person in charge: Party B.