【正文】 y or by operation of law, or (g) is disclosed by the disclosing party to the receiving party after the notification by the receiving party to the disclosing party that it will not accept any further confidential information in confidence.. The confidential obligation shall be in effect during the terms hereof and for three (3) years thereafter, and after the lapse of such period all of the confidential obligations shall cease and the receiving party shall not be under any obligation whatsoever to keep the confidential information confidential. . No license, express or implied, in the confidential information is granted to the receiving party other than to use the confidential information in the manner and to the extent authorized by this Agreement.ARTICLE 13. TERM AND TERMINATION. This Agreement shall e into effect on ** and remain effective until *** and shall automatically renew for successive one (1) year terms unless terminated earlier by either party in writing three (3) months prior to the expiry date of the original term or any of its anniversary date. . This Agreement (and any Purchase Order hereunder ) may be terminated by either party upon written notice to the other (i) in the event of a breach by the other party of any terms or conditions of this Agreement and /or any Purchase Order hereunder and the failure to cure such breach within sixty (60) days after the mailing of written notice thereof, or (ii) at any time upon or after the filing by the other party of a petition in bankruptcy or insolvency, or upon or a after any adjudication that the other party is insolvent, or upon or after the filing by the other party of any petition or answer seeking reorganization, readjustment or arrangement of the business of the other party under any law relating to bankruptcy or insolvency, or upon or after the appointment of a receiver of all or substantially all of the property of the other party, or upon or after the making by the other party of any assignment or attempted assignment for the benefit of creditors, or upon or after the institution of any proceedings for the liquidation or winding up of the other party’s business or for the termination of its corporate charter. Except as otherwise provided herein, the termination or expiration of this Agreement shall not affect or impair the rights and obligations of either party under any purchase order regarding the Products in existence prior to such termination or expiration, nor relieve any party of any obligation or liability accrued hereunder prior to such termination or expiration or affect or impair the rights of either party arising under this Agreement prior to such termination or expiration.ARTICLE 14. FORCE MAJEURE . Nonperformance of either party will be excused to the extent that performance is rendered impossible by fire, flood, earthquake, government acts or orders or restrictions, failure of supplier, or any other reason where failure to perform is beyond the reasonable control of and not caused by the gross negligence or willful misconduct of the nonperforming party.. If the performance of either party is delayed due to any of the above causes or events, the time for performance by such party shall be extended by the period of any such delay.ARTICLE 15. GENERAL TERMS AND CONDITIONS. No AssignmentNeither this Agreement, nor any of the obligations or liabilities of Seller hereunder, may be assigned, transferred or conveyed by Seller, by operation of law or otherwise, except upon the prior written consent of Buyer. In the event of an assignment of the Agreement consented to as provided hereunder, Seller shall remain obligated and liable to Buyer for the full and plete performance of this Agreement by the assignee.. Nonwaiver No waiver of any provision, default or breach of this Agreement by any of the parties hereto shall constitute a continuing waiver or a waiver of any subsequent breach or default, whether or not similar, unless expressly stated in writing signed by the waiving party.. 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 reasonable opinion of either party hereto, 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.. HeadingsThe article headings used herein do not form a part of this Agreement, but are for convenience only and shall not limit or be deemed or construed in any way to affect or limit the meaning of the language of the paragraphs herein contained.. Notices :All notices, requests, demands, waivers and other munications required or permitted to be given under the Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, via overnight courier, by confirmed facsimile transmission or mailed, certified or registered mail, postage prepaid, return receipt requested. All data exchanged in electronic merce shall be acknowledged by both parties as official documents. Both parties shall not be exempt from an obligation to fulfill a contracted deal, and shall not deny electronically transmitted data as evidence, on the ground that original copies were not provided. s prior consent.IN WITNESS WHEREOF, the parties hereto, intending to be legally bound here by, have caused this Agreement to be executed by their respective authorized representatives and each party shall have one (1) copy of this Agreement.第 15 頁 共 15 頁