【正文】
reement involving the provision of confidential information, Supplier shall not directly or indirectly or authorize or permit others to use, disclose, develop, copy or modify any confidential information, and not to authorize or permit a third party to use, disclose, develop, copy or modify any confidential information for the purposes beyond the rights and obligations hereunder in the effective period and thereafter. Supplier undertakes it will only disclose the confidential information to its managers, employees, agents or contractors for the purpose of this Agreement, and procure such managers, employees, agents or contractors to know and observe this article and the confidentiality obligations agreed by both parties. If Supplier is aware of any nonauthorized disclosure, improper use, embezzlement or other damages (whether on purpose or not), Supplier shall notify Consignor immediately. Supplier shall, at Consignor’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Supplier as Confidential Information, or at Consignor’s option, certify destruction of the same. Supplier may disclose the information according to the laws, regulations or the mand of relevant departments. When the condition allows, Supplier shall notify Consignor of the intended disclosure in advance to give reasonable chances to Consignor for defense. Supplier shall ensure its shareholders and employees will not breach the obligations hereunder, otherwise Supplier shall be deemed as in default. Supplier’s breach of this Article or the confidentiality agreement between the Parties, no matter directly or indirectly, shall be deemed as material breach of Agreement and Supplier shall pay Consignor RMB 200,000 as liquidated damages. If the liquidated damages are insufficient to pensate for Consignor’s losses, Supplier shall assume the margin between the liquidated damages and all the losses suffered by Consignor (including legal cost, attorney fee, etc.) The terms and obligations hereunder shall survive after the termination or expiration of this Agreement. Where Supplier mits a breach hereunder, Consignor shall have the right, in addition to any other relief or remedies, and without prejudice to any rights rendered herein, to terminate this Agreement and/or all or any part of any Purchase Order upon written notice.11. WARRANTIES AND LIABILITYTERMINATION Supplier warrants that Supplier will, solely for Consignor, manufacture, supply and deliver samples in accordance with the design documents provided by Consignor (hereinafter referred to as “Design Document”), and other requirements of Consignor, and will not quote prices, manufacture, supply or deliver the aforesaid samples or samples of the same or similar appearance to any third party. Supplier warrants that the price and other conditions in regard to the sale of the samples offered hereunder or under other agreements between the Parties in the future shall be no less favorable than the prices and other conditions of sale that Supplier offers to any other customers for the same or similar samples. Consignor may benchmark prices by spot buys, quotes, or other independent data. If Supplier offers more favorable prices or other conditions of sale to any other person, Supplier shall offer to the same to Consignor on both a retroactive and prospective basis. Supplier further warrants at all times that: it will ply with all government requirements that may be applicable from time to time。(b) Consignor shall have the right to inspect the resubmitted samples。 or reject the samples and be refunded the Advance Payment, and charge Supplier thirty percent (30%) of the total price of the affected Purchase Order as a penalty. Furthermore, Consignor shall have the right to claim against Supplier any and all liability, losses, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by Buyer therefrom。 or reject the samples and be refunded the Advance Payment of the Purchase Order, and charge Supplier thirty percent (30%) or RMB 50000 (whichever is higher ) of the total price of the affected Purchase Order as a penalty if Delivery of the samples is delayed for more than 10 days. Consignor shall have the right to claim against Supplier any and all losses, damages, costs and expenses (including legal expenses) incurred or paid by Consignor. If Supplier delivers the samples in excess of the amount set out in the Purchase Order, or in more than three (3) working days advance of the date of Delivery, Consignor shall have the right to: return such total amount of, or such part in excess of, the samples to Supplier on freight collect basis。SAMPLE MANUFACTURE AGREEMENTConsignor: XXX Company Ltd (hereinafter referred to as “Consignor”).Address:Contacts:Tel:Fax:Supplier:Address:Contacts:Tel:Fax:This Sample Manufacture Agreement (hereinafter referred to as “this Agreement”) is entered into as of (hereinafter referred to as “Effective Date”), by and between XXX Company Ltd (hereinafter referred to as “Consignor”) and _______________________________ (hereinafter referred to as “Supplier”). Consignor and Supp