10.3 The Party claiming the Dispute (the Claimant) shall notify the other Party (the Respondent) in writing, which notice shall include description of the Dispute, applicable provisions under this Agreement, and any information reasonably evidencing such Dispute. The Respondent shall review, discuss and negotiate the Dispute adequately with the Claimant within two (2) months upon its receipt of the notice from the Claimant. During such discussion and negotiation, each of the Claimant and the Respondent shall have the right to request additional evidence from the other Party, for which the other Party shall all reasonable and necessary support.
10.4 If any Dispute fails to be resolved within three months after a request for negotiation of such Dispute is provided by any Party to the other Party in writing, any Party may submit such Dispute to Hong Kong international Arbitration Centre for arbitration in accordance with its arbitration rules then in force. The arbitration shall be held in Hong Kong and conducted in English. The award shall be final and binding on both Parties.
10.5 If there occurs any Dispute arising from the interpretation and performance of this Agreement or any Dispute is under arbitration, both Parties shall continue to perform their respective rights and obligations under this Agreement other than those under Dispute.
11.1 Independent Contractor
In performing this Agreement, the Parties are independent of each other and nothing in this Agreement will be deemed to create any other relationship between the Parties, including any agency, partnership or employment. Neither Party has the right or power to impose upon the other Party any restriction or to act on behalf of the other Party. Neither Party may claim or allege to be any officer, partner, employee or agent of the other Party due to existence of this Agreement or any relationship created hereunder or otherwise.
If any provision of this Agreement is held void or invalid under any Applicable Laws, such provision shall be void or invalid only to the necessary extent, and the Parties shall immediately negotiate in good faith to agree on any amendment to such void or invalid provision to the extent permitted under Applicable Laws in order to fulfil the commercial end intended for such void or invalid provision. If any provision of this Agreement is held invalid, illegal or unenforceable, it will not affect or prejudice the validity, legality or enforceability of remainder of this Agreement.
Neither Party may assign its rights and obligations to any third party without prior written consent of the other Party, and any attempt to do so is null and void.