Advisory Services Agreement Sample

This agreement will be concluded in November 2006 between Winraise Group Inc(the “company”/customer), rm 411-based Kam Hon Industrial Building, 8 Wan Kwun Road, Kowloon Bay in Hong Kong and The Vine Group, a boutique consulting firm with international connections and business creation, headquartered on the 7th floor, 1230 6th Ave, New York, NY 10020, USA, below referred to as “VG,” the Advisor. The consultant agrees to make his expertise available to the client for all matters relating to [Scope of cosulting services]. [NOTE: This model examines one of two types of payment terms: fixed terminals and corresponding payments, or a “retainer” fee for which the advisor receives a lump sum and deducts that amount when services are provided. Use the language that corresponds to the type of advisor you hire and delete the other] 5.3 Each party agrees that it cannot use or disclose to third parties confidential information of the other party without the explicit written consent of the other party. Each party undertakes to protect the confidential information of the other party from use or disclosure that has not been authorized by or in accordance with this Agreement by measures and to exercise a degree of care at least as protective as the latter, xxxxx or (name of the entity) which, in the circumstances, exercises the confidentiality of its own information, but no less than a degree of due diligence. Each party only allows access to the other party`s confidential information by persons (a) who have entered into a written confidentiality agreement with the other party on conditions as restrictive as those set out in it and (b) who, in the course of their duties, require access to the rights of the other party in relation to the rights of the other parties under this agreement. Other fees and/or expenses are not paid to the advisor unless these expenses and/or expenses have been approved in writing by the appropriate branch on behalf of the recipient. The advisor is solely responsible for all taxes, contributions or social security payments, disability insurance, unemployment taxes and other payroll taxes that apply to this allowance. The advisor has the right to control how services are paid. 8. NO LOCATION ON THE SITE.

The advisor does not have an office or other equipment that is either on the recipient or that is set up by the recipient. Except to the extent that the advisor works in an area defined by the recipient, his services are not integrated into the mainstream of the recipient`s activity. It is envisaged that the relationship between the advisor and the beneficiary is not exclusive. The advisor also provides services to other organizations and/or individuals. The recipient is not entitled to further examine the councillor`s other activities. 5.2 Confidential information includes all information classified as proprietary and confidential by a party to the publication, confidential information remaining the exclusive property of the revealing party, unless the ownership of that confidential information is expressly stipulated in the agreement. Items are not considered confidential information when: (a) are made available to the public as being in violation of the recipient`s consent; (b) to be properly received by a third party who does not violate any obligation of confidentiality; (c) be developed independently of one party without having access to the other party`s confidential information; or (d) that the recipient is rightly known at the time of disclosure, as evidenced by his written recordings.