Article 15 Assignment 第十五条 协议转让

Except as otherwise provided in this Agreement, no Party may assign or transfer all or any part of its interest in this Agreement to any third party without the other Party’s prior written consent; except that a Party may assign or transfer all or any part of its interest in this Agreement to an Affiliate on giving prior written notice to the other Party, provided that the transferee can demonstrate to the satisfaction of the other Party that it has the capacity to perform transferor’s obligations under this Agreement.
除本协议另有规定外，任何一方未经另一方事先书面同意，均不得转让其在本协议项下全部或部分权益，但一方可事先书面通知另一方将全部或部分权益转让给关联公司，前提是受让人有能力履行转让人在本协议项下的义务。

Article 16 Applicable Law and Dispute Resolution 第十六条 法律适用和争议解决

16.1 Applicable Law 16.1法律适用

The Agreement shall be governed by and interpreted in accordance with the laws of the PRC.本协议受XXXXX法律管辖，并按照XXXXX法律解释。16.2 Dispute Resolution 16.2 争议解决

16.2.1 In the event of any dispute, controversy or claim arising out of, relating to, or in any way connected with this Agreement or the operations carried out under this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability, or breach of this Agreement both Parties shall endeavor to resolve the matter through friendly negotiation after notification of the dispute, controversy or claim by a Party.
16.2.1  对本协议任何条款的执行或解释所引起的任何争议，纠纷或权利主张，包括但不限于有关合同理解，效力，解释，执行和违反合同的纠纷， 一方再通知另一方该纠纷争议或权利主张后，双方应尽最大努力友好协商解决。

  16.2.2   If any such dispute, controversy or claim referred to in Article 16.2.1 is unable to be resolved by negotiation within ninety (90) days from the dispute notification date, either Party can submit the dispute for resolution by an expert in accordance withpursuant to the following provisionsterms:
16.2.2  第 16.2.1 款所述的任何争议如在通知日后九十(90)日内经双方协商不能解决，应本协议任一方要求可根据下列条款将争议提交给一位专家解决争议：

(i) The Parties shall appoint an expert (1)  Neutral Expert. If agreed by the Parties in writing, the Parties may resolve the dispute through consultationreview and decision of a neutral expert, who shall be  a person without any economic interests or relationship with the Parties and with the professional knowledge necessary for the determination of the matter in question. If one Party refuses to appoint the expert or (“Expert”). If the Parties have agreed to use of an Expert for resolution of the dispute, but the Parties fail to reach agreement on the appointment of the experta specific Expert within thirty (30) days, the expertExpert shall be appointed by the Arbitration Institute of the Stockholm Chamber of Commerce, Sweden.
(1) 双方应通过协商委任一名专家解决纠纷，该专家应应与双方都没有任何经济利益或经济关系，并对解决争议问题的裁定拥有丰富的专业知识。如果任何一方拒绝聘任专家，或者双方未能在三十（30）日内达成聘任专家的合意，该名专家将由瑞典斯德哥尔摩商会仲裁院委任。
 (ii) The Parties shall furnish the expertExpert with all written and oral information which he may reasonablereasonably require for his determination.
(ii) 双方应根据专家的要求书面或口头提供所有信息以便专家对争议进行裁定
 
(iii) The cost for such expertExpert shall be borne by the Parties in proportion to their respective participating interests in the Contract.on a fifty percent (50%) / fifty percent (50%) basis. 
(iii) 聘任改名专家所产生的费用由双方按早在本协议下分享的利益按比例承担。
 (iviii) The decision of the expertExpert, except for cases of fraud or manifest error, shall be final and binding upon the Parties. and shall not be subject to any right of appeal; or
(iviii) 除非存在欺诈或者明显错误，该名专家的决定应是终局裁决，对双方均应有约束力。

(2) CIETAC Arbitration. If both Parties agree, the dispute shall be submitted to the Chinese International Economic and Trade Arbitration Committee (“CIETAC”), and the arbitration shall be administered pursuant to the CIETAC arbitration rules in force at that time. The place of arbitration shall be Beijing, China; or     (3) ICC Arbitration. If both Parties cannot reach agreement on dispute resolution pursuant to Article 16.2.32 (1) or 16.2.2.(2) above, then either Party may submit the dispute for arbitration in accordance with the following rules:

（a）The arbitration shall be administered by the International Chamber of Commerce in accordance with its Rules of Arbitration, provided that if such  rules conflict with this Article 16 (including the rule of selecting arbitrators), this Article 16 shall govern.  

(b) The arbitration tribunal shall be comprised of three arbitrators.   Each Party shall select one arbitrator and the third arbitrator shall be selected by the two Party-selected arbitrators. In the event a Party fails to select its arbitrator sixty (60) days after the other Party has selected its arbitrator, or the third arbitrator fails to be assigned sixty (60) days after the two Party-selected arbitrators have been selected, the unassigned arbitrator shall be appointed by The Arbitration Institute of the Stockholm Chamber of Commerce.

(c) The third arbitrator shall be a citizen of a country which has established formal diplomatic relations both with China and the USA, and shall have no financial interest or relationship with either Party.(d) The place of arbitration shall be Stockholm, Sweden.(e) The costs of the arbitration shall be borne by the losing Party. 16.2.3 Both Chinese and English shall be the official languages used during the dispute resolution procedure. All the hearing documents, appeals, announcements, rulings and decisions shall be written both in Chinese and English. 16.2.4 Any ruling by the Arbitration tribunal shall be final and legally binding upon both Parties and shall not be subject to any right of appeal. 16.2.5   After the termination of this Agreement, the right to submit a dispute, controversy or claim arising from the Agreement to expert determinationdispute resolution pursuant to the terms of this Article shall continue in force.
16.2.5 在本协议终止后，各方将争议纠纷或者权利柱状提交给专家以作决定的权利继续有效。