14. ASSIGNMENT AND SUB-CONTRACTING

14.1 Xx集团 reserves the right to delegate the performance of its obligations hereunder and the provision of the Services to one or more of its affiliates and/or sub-contractors when necessary. Xx集团 may also assign this Agreement to any company within the Xx集团 group on notice to the Client.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement and the Proposal shall be governed by PRC law. Any dispute, controversy or claim arising from or in connection with this Agreement and/or the Proposal shall firstly be resolved through friendly negotiations between Xx集团 and the Client. If no resolution can be reached within thirty (30) days after the commencement of any such negotiations either party may submit the dispute, controversy or claim to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conducted in accordance with the Commission’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

16. MISCELLANEOUS

Severability

16.1 If any provision of this Agreement is or becomes invalid, illegal or unenforceable, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if this Agreement had been executed without the invalid illegal or unenforceable provision. If the invalidity, illegality or unenforceability is so fundamental that it prevents the accomplishment of the purpose of this Agreement, Xx集团 and the Client shall immediately commence good faith negotiations to agree an alternative arrangement.

No partnership or agency

16.2 Nothing in this Agreement and no action taken by the parties under this Agreement shall constitute a partnership, association, joint venture or other cooperative entity between the parties or constitute any party the partner, agent or legal representative of the other.