【正文】 a certificate of dissolution or otherwise dissolves, terminates, or liquidates, or is merged with or is consolidated into any other corporation, limited liability pany, partnership, or other entity, without the Consignor’s written consent。 or under the PRC Law Supplier: (a) is adjudicated as bankrupt or insolvent。 (b) fails to pay its debts as they mature。 or Supplier ceases, or threatens to cease, to carry on business。 or Supplier explicitly expresses or indicates by act its intention not to perform its obligations under this Agreement。 or Consignor reasonably apprehends that any of the events mentioned above is about to occur in relation to Supplier and notifies in writing Supplier accordingly. This Agreement can be terminated if the parties agree to do so upon negotiation. Furthermore, Consignor is entitled to terminate this Agreement by giving a written notice to Supplier not less than one month in advance. Such termination does not constitute breach of contract. In the event of any termination of this Agreement, the Supplier shall, upon the Consignor’s request, immediately return to the Consignor or the agent thereof, including without limitation, confidential information, specification, samples, all correspondence, reports, drawings and any other items of whatever nature supplied to the Supplier by the Consignor or the agent or owned by the Consignor or the agent pursuant to this Agreement. Such articles herein as those in regard to obligations of intellectual property protection, nondisclosure of confidential information, the Supplier’s warranties and liability, and those in regard to the governing law and dispute resolution shall survive termination of this Agreement.14. MISCELLANEOUS ASSIGNMENTSupplier shall not assign any rights or assign any obligation hereunder, voluntarily or by operation of law, to any other person, firm, or corporation including any subsidiary or affiliate of Supplier, without the prior written consent of Consignor, and any assignment or transfer without such consent shall be null and void and Supplier shall remain jointly and severally liable to perform its obligations under this Agreement, notwithstanding its attempted assignment or transfer. GOVERNING LAWThis Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the law of the People’s Republic of China (“PRC”), for the purpose of this Agreement excluding Hong Kong, the Macau Special Administrative Region and Taiwan. DISPUTE RESOLUTIONAny dispute arising from performance of this Agreement shall be settled through negotiation between the Parties. If no agreement is reached, such dispute shall be submitted to Southern China International Economic and Trade Arbitration Commission for arbitration in Shenzhen to be conducted according to the arbitration rules in effect at the time of application for arbitration. The language to be used in the arbitral proceedings shall be Chinese. The Arbitration Tribunal shall be posed by three arbitrators. The arbitration award is final and binding upon the Parties. SEVERABILITYThe invalidity or unenforceability of any provision of this Agreement pursuant to any applicable law shall not affect the validity or enforceability of the remaining provisions hereof, but this Agreement shall be construed as if not containing the provision held invalid or unenforceable in the jurisdiction in which so held, unless, in the good faith opinion of Consignor, such invalid or unenforceable provisions prise an integral part of, or are otherwise inseparable from the remainder of, this Agreement, in which case this Agreement, in such jurisdiction, shall immediately terminate and be of no further force and effect. ENTIRE AGREEMENTThis Agreement, together with its exhibits attached hereto, and any Purchase Order constitute the entire and only agreement between the Parties with respect to the subject matter contained hereunder, and supersede and cancel all previous agreements, negotiations, mitments, and understandings, oral or in writing, with respect to the same. For the purpose of this Agreement, reference to this Agreement herein shall be reference to this Agreement and its exhibits, as the case may be. Any release, discharge, abandonment, change, alteration, or modification to this Agreement, in any manner, orally or otherwise, shall only be made by an instrument in writing signed by duly authorized representatives of the respective Parties. LANGUAGEThis Agreement is executed in the English and Chinese languages. In the event of any discrepancy or conflict between English version and Chinese version, the Chinese version shall prevail.IN WITNESS WHEREOF, the Parties have caused this Agreement in duplicate to be executed by their respective duly authorized representatives effective as of the day and year first above written.Consignor: Supplier:[Full name of Consignor] [Full name of Supplier] ________________________ ________________________Authorized Representative Authorized Representative(signature and seal) (signature and seal)15