henganpsaprofessionalservicesagreement(doc21)-销售管理(编辑修改稿)

henganpsaprofessionalservicesagreement(doc21)-销售管理(编辑修改稿)内容摘要：

8. Relationship of the Parties. . At all times during the term of this Agreement, Thomas Group is and shall be an independent contractor in providing the Services to HENGAN. In no event shall an employee of one party be considered to be an employee of the other, and neither party shall have any duty to provide or maintain any insurance or other employee benefits on behalf of the other party or the other party39。 s employees, independent contractors or agents. In no event shall HENGAN or Thomas Group be held liable for any losses or damages suffered by the Personnel in the course of rendering the Services. . Nothing contained in this Agreement shall be construed as constituting a partnership or joint venture, or the relationship of principal/agent between the parties. Neither party shall have the right to obligate or bind the other in any manner whatsoever. . The parties acknowledge that Thomas Group may publicly announce that HENGAN is a client of Thomas Group. The parties also acknowledge that Thomas Group may make mention of HENGAN in its required public disclosures as may be required by Law. All other public munications shall be reviewed and mutually approved by HENGAN and Thomas Group prior to any such disclosure 9. Force Majeure. Neither party may hold the other party in breach of its obligations hereunder if performance is rendered impossible by acts of God or acts or regulation of government beyond the other party39。 s control, which could not have been anticipated by such party. Such circumstances shall include, but not be limited to, labor disputes, war, mobilization, embargo, riots, terrorism and similar events. Hengan International Group Co. Ltd. Page 7 9/19/20 07:38 10. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach. Further, any failure or delay in exercising any rights hereunto shall not be construed as a waiver of such rights or any subsequent breach. 11. Survival of Provisions。 Covenant of Good Faith and Fair Dealing。 Severability. In the event of expiration or termination of this Agreement, sections 3, 5, 6, , 13 and 14 hereof shall survive and continue in effect. With regard to their respective obligations and mitments under this Agreement, each of Thomas Group and HENGAN covenants that it shall act in good faith and deal fairly with the other party. The provisions of this Agreement are severables, and if one or more provisions is determined to be judicially unenforceable and/or invalid, in whole or in part, by a court of petent jurisdiction, the remaining provisions shall nevertheless be binding, enforceable, and in full force and effect. 12. Titles and Headings. The titles and headings of the various sections and subsections of this Agreement are intended solely for convenience of reference and are not operative terms of this Agreement. 13. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF HONG KONG. 14. Dispute Resolution: Mediation and Arbitration. General。 Mediation Clause for domestic Mediation. Any dispute arising out of or in connection with this Agreement shall first be referred to mediation at Hong Kong International Arbitration Centre (HKIAC) and in accordance with its Commercial its Mediation Rules. If the mediation is abandoned by the mediator or is otherwise concluded without the dispute or difference being resolved, then such dispute or difference shall be referred to and determined by arbitration at HKIAC. See Clause below. Mediation. Subject to Clause above, any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause. The appointing authority shall be Hong Kong International Arbitration Centre (HKIAC). The place of arbitration shall be in Hong Kong at HKIAC. There shall be three arbitrators. Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this contract including such additions to the UNCITRAL arbitration Rules as are therein contained. 15. Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by certified mail, return receipt requested, postage prepaid to the addresses appearing below, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed as follows: Hengan International Group Co. Ltd. Page 8 9/19/20 07:38 Thomas Group: Thomas Consulting (Shanghai) Co. Ltd. Room 15, 31/F Jin Mao Tower 88 Shi Ji Avenue Pudong, Shanghai 202020, . Attn: President Copy to: Thomas Group Hong Kong Limited. Suite 2801, Tower 6, The Gateway Harbour City, 9 Canton Road Tsimshatsui, Kowloon Hong Kong Attn: President Client: Hengan (Fujian) Articles for Women and Children Use Co. Ltd. HengAn Industrial City, Anhai Town, Jinjiang City Fujian Province, . China Attn: Xu Lian Jie Care of: Hengan International Group Company Limited. Unit 2101D, 21th Floor Admiralty Center, Tower I 18 Harcourt Road, Hong Kong Attn: Xu Lian Jie 16. Entire Agreement。 Amendments. The parties hereto acknowledge and agree that program implementation includes as a significant step, the establishment or validation。