5.2 party b represents and guarantees as follows:
(a) party a is a company incorporated and validly existing pursuant to the chinese laws; and
(b) by executing and performing this agreement, party b does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper authorization and all the necessary approval of executing and performing this agreement.
article 6
liability for breach of agreement
6.1 if one party to this agreement ('the breaching party') fails to implement its obligations under this agreement (including violation of the provisions involving representation and guarantee), and fails to adopt effective measures to correct such violation within _________ upon receipt of a written notice by the other party ('the non-breaching party') for such correction within the stipulated time, the non-breaching party has the right to terminate this agreement and claim compensation from the breaching party for the losses sustained therefrom.
6.2 if party a violates the provisions of articles 2 and 5 of this agreement, party b has the right to seek return of all the payment and a penalty equal to _________ of the total price from party a.
article 7
settlement of dispute
any dispute arising out of or in connection with this agreement shall be settled by the parties through consultations. if it cannot be settled through consultations, any party may submit the said dispute to china international economic and trade arbitration commission for arbitration in beijing according to its valid rules of arbitration. the arbitration award is final and shall be binding over the parties.
article 8
force majeure
a force majeure event refers to any event that cannot be foreseen and its occurrence and consequences cannot be avoided or overcome at the time when this agreement is executed. any party to this agreement shall not bear the liabilities for breach of this agreement if it is prevented from implementing all or any part of the responsibilities associated with the provisions of this agreement. the party that is affected with such a force majeure event shall notify the other party of the effects of such event within _________ after its occurrence, and present certification by the local notarization organ.
article 9
transfer of agreement
no party shall transfer its rights and obligations under this agreement to any third party unless consented by the other party in writing.
article 10