Common use of Liability for Default Clause in Contracts

Liability for Default. 11.1 The Parties agree and acknowledge that if any Party (“Defaulting Party”) breaches any provision of this Agreement, or fails to perform or delays in performing any obligation under this Agreement, it shall constitute a default under this Agreement (“Default”) and the non-defaulting party shall be entitled to request the Defaulting Party to cure such Default or take remedies within a reasonable time period. If the Defaulting Party fails to cure such Default or take remedies within such reasonable time period or within ten (10) days after the Non-Defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party is entitled to decide at its discretion: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to request the Defaulting Party to indemnify for damages, unless otherwise stipulated by laws or agreed by the Parties, the non-defaulting Party shall not be entitled to terminate or cancel this Agreement under any circumstances. 11.2 Notwithstanding any other provisions of this Agreement, the validity of this section shall not be affected by any termination of this Agreement.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that if any Party (“Defaulting Party”) materially breaches any provision of this Agreement, or materially fails to perform or delays in performing any obligation under this Agreement, it shall constitute a default under this Agreement (“Default”) and each of the non-defaulting party Parties (“Non-defaulting Parties”) shall be entitled to request the Defaulting Party to cure such Default or take remedies within a reasonable time period. If the Defaulting Party fails to cure such Default or take remedies within such reasonable time period or within ten (10) days after the Non-Defaulting other Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party is entitled to decide at its discretionthen: 11.1.1 9.1.1 If any Shareholder or the Existing Shareholders are Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request the Defaulting Party to indemnify it for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify it for all the damages; 11.1.2 9.1.2 If the WFOE is the Defaulting Party, the nonNon-defaulting Party Parties shall be entitled to request the Defaulting Party WFOE to indemnify it for damages, provided that unless otherwise stipulated by laws or this Agreement or agreed by the Parties, the nonNon-defaulting Party Parties shall not be entitled to terminate or cancel this Agreement under any circumstances. 11.2 9.2 Notwithstanding any other provisions of this Agreement, the validity of this section shall not be affected by any the suspension or termination of this Agreement.

Liability for Default. 11.1 The Parties agree and acknowledge that if any Party (“Defaulting Party”) breaches any provision of this Agreement, or fails to perform or delays in performing any obligation under this Agreement, it shall constitute a default under this Agreement (“Default”) and the non-defaulting party Party shall be entitled to request the Defaulting Party to cure such Default or take remedies within a reasonable time period. If the Defaulting Party fails to cure such Default or take remedies within such reasonable time period or within ten (10) days after the Nonnon-Defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party Party is entitled to decide at its discretion: 11.1.1 If the Existing Shareholders are Party B is the Defaulting Party, the WFOE Party A shall be entitled to terminate this Agreement and request the Defaulting Party to indemnify for it against all the damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify it for all the damages; 11.1.2 If the WFOE Party A is the Defaulting Party, the non-defaulting Party B shall be entitled to request the Defaulting Party to indemnify it for all the damages, unless otherwise stipulated by laws or agreed by the PartiesLaws, the non-defaulting Party shall not be entitled to terminate or cancel this Agreement under any circumstances. 11.2 Notwithstanding any other provisions of this Agreement, the validity of this section Section 11 shall not be affected by any suspension or termination of this Agreement.

Liability for Default. 11.1 9.1. The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision of this Agreementhereunder, or substantially fails to perform or substantially delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (“Default”) and that in such event, any of the non-defaulting party Parties (“Non-Defaulting Party”) shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodtime. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Non-Defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party is entitled to decide at its discretionthen: 11.1.1 9.1.1. If either of the Existing Shareholders are or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request demand the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damagesdamage; 11.1.2 9.1.2. If the WFOE is the Defaulting Party, the nonNon-defaulting Defaulting Party shall be entitled to request demand the Defaulting Party to indemnify for damagesdamage, provided that unless otherwise stipulated by laws or agreed by the Partieslaw, the nonNon-defaulting Defaulting Party shall not in no event be entitled to terminate or cancel revoke this Agreement under any circumstancesAgreement. 11.2 9.2. Notwithstanding any other provisions of this Agreementhereof, the validity of this section Section 9 shall not be affected by any suspension or termination of this Agreement.

Liability for Default. 11.1 11.1. The Parties agree and acknowledge that if any Party (the “Defaulting Party”) substantially breaches any provision of this Agreementhereof, or substantially fails to perform or delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (the “Default”) and that in such event, the non-defaulting party Party shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodlimit. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period limit or within ten (10) days after the Nonnon-Defaulting defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party Party shall have the right to do the following: (i) if Party A is entitled to decide at its discretion: 11.1.1 If the Existing Shareholders are the Defaulting Party, Party B shall have the WFOE shall be entitled right to elect to terminate this Agreement and request the Defaulting demand Party A to indemnify for damages, or to request the Defaulting demand enforced performance by Party to continue to perform A of its obligations under this Agreement and to request the Defaulting hereunder; (ii) if Party to indemnify for all the damages; 11.1.2 If the WFOE B is the Defaulting Party, Party A shall have the non-defaulting right to demand Party shall be entitled to request the Defaulting Party B to indemnify for damages, provided that, unless otherwise stipulated by laws or agreed by under the PartiesLaws, the non-defaulting in no event may Party shall not be entitled to A terminate or cancel rescind this Agreement under any circumstancesAgreement. 11.2 11.2. Notwithstanding any other provisions of hereof, this Agreement, Section 11 shall survive the validity of this section shall not be affected by any termination of this Agreement.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that if any Party (hereinafter referred to as the “Defaulting Party”) substantially breaches any provision of this Agreement, or substantially fails to perform or delays in performing any obligation under this Agreement, it such shall constitute a default Default under this Agreement (hereinafter referred to as the “Default”) and any Party of the nonother Non-defaulting party Parties (hereinafter referred to as the “Non-defaulting Parties”) shall be entitled to request require the Defaulting Party to cure such Default or take remedies within a reasonable time period. If the Defaulting Party fails to cure such Default or take remedies within such reasonable time period or within ten (10) fifteen days after the Non-Defaulting Party notifies defaulting Parties notify the Defaulting Party in writing and requests require it to cure such Default, then the nonrelevant Non-defaulting party is Parties are entitled to decide at its discretion: 11.1.1 If their absolute discretion (1) terminate this Agreement and require Defaulting Party to indemnify it for all the Existing Shareholders are damages; or (2) require the specific performance of the Defaulting Party’s obligations under this Agreement and require the Defaulting Party to indemnify it for all the damages. For the avoidance of doubt, the WFOE shall Shareholders or the Company will be entitled to terminate this Agreement pursuant to this section merely in the event of the Default of the WFOE. 9.2 The Parties agree and request the Defaulting Party to indemnify acknowledge that except for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to request the Defaulting Party to indemnify for damages, unless otherwise stipulated provided by laws or agreed by the Parties, the non-defaulting Party shall not be entitled to terminate or cancel this Agreement under any circumstances. 11.2 Notwithstanding any other provisions of and this Agreement, the validity Shareholders and the Company shall in no event terminate this Agreement with any reason. 9.3 Notwithstanding otherwise provided in this Agreement, the effectiveness of this section shall not be affected by any the dissolution or termination of this Agreement.

Liability for Default. 11.1 The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision of this Agreementhereunder, or substantially fails to perform or substantially delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (“Default”) and that in such event, the non-defaulting party Party shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodtime. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonnon-Defaulting defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party is entitled to decide at its discretion: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled may elect, in its discretion, to request (1) terminate this Agreement and demand the Defaulting Party to fully indemnify for damagesdamage; or (2) demand enforced performance by the Defaulting Party of its obligations hereunder and full indemnification from the Defaulting Party for damage. The full indemnification for damage is limited to the amount of Service Fees paid in that year. 11.2 Notwithstanding Clause 11.1 above, the Parties agree and acknowledge that unless otherwise stipulated by laws Laws or agreed by the Partiesthis Agreement, the non-defaulting Party A shall not in no event be entitled permitted to demand to terminate or cancel this Agreement under on the ground of any circumstancesreason. 11.2 11.3 Notwithstanding any other provisions of this Agreementhereof, the validity of this section Article 11 shall not be affected by any termination of this Agreement.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that confirm that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any provision of this Agreement, the provisions herein or fails substantially to perform or delays in performing any obligation of the obligations under this Agreement, it shall constitute a default under this Agreement (hereinafter a “Default”) ), and any of the non-defaulting party parties shall be entitled have the right to request require the Defaulting Party to cure rectify such Default or take remedies remedial measures within a reasonable time period. If the Defaulting Party fails to cure rectify such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonof a non-Defaulting Party notifies defaulting party notifying the Defaulting Party in writing and requests requiring it to cure such rectify the Default, then the a non-defaulting party is entitled to decide shall have the right at its discretionown discretion to select any of the following remedial measures: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled (1) to terminate this Agreement and request require the Defaulting Party to indemnify it for damages, or all damages suffered; or (2) to request seek mandatory performance of the obligations of the Defaulting Party to continue to perform its obligations under this Agreement hereunder and to request require the Defaulting Party to indemnify it for all damages suffered. 9.2 Notwithstanding the damages; 11.1.2 If the WFOE is the Defaulting Partyabove Article 9.1, the non-defaulting Party Parties agree and confirm that in no circumstances shall be entitled to any Shareholder request the Defaulting Party to indemnify termination of this Agreement for damagesany reason. 9.3 The rights and remedies prescribed herein are cumulative, unless otherwise stipulated by laws and other rights or agreed remedies prescribed by the Parties, the non-defaulting Party shall law are not be entitled to terminate or cancel this Agreement under any circumstancesprecluded. 11.2 9.4 Notwithstanding any other provisions of this Agreementherein, the validity of this section Article shall not be affected by any the suspension or termination of this Agreement.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that if any Party (the “Defaulting Party”) materially breaches any provision of this Agreementhereof, or materially fails to perform or delays in performing any obligation under this Agreementhereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (the “Default”) and any of the non-defaulting party Parties (the “Non-Defaulting Party”) shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodperiod of time. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable period of time period or within ten (10) days after upon receipt of the written notice from the Non-Defaulting Party notifies the Defaulting Party in writing and requests requesting it to cure such Default, then the non-defaulting party is entitled to decide at its discretionthen: 11.1.1 9.1.1 If any Shareholder or the Existing Shareholders are Company is the Defaulting Party, the WFOE or the Cayman Company shall be entitled to terminate this Agreement and request demand the Defaulting Party to indemnify for damages, damage; 9.1.2 If the WFOE or to request the Cayman Company is the Defaulting Party, the Non-Defaulting Party shall be entitled to continue to perform its obligations under this Agreement and to request demand the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Partydamage, the non-defaulting Party shall be entitled to request the Defaulting Party to indemnify for damages, provided that unless otherwise stipulated by laws or agreed by the Partieslaws, the nonNon-defaulting Defaulting Party shall not in no event be entitled to terminate or cancel rescind this Agreement under any circumstancesAgreement. 11.2 9.2 Notwithstanding any other provisions of hereof, this Agreement, Section shall survive the validity of this section shall not be affected by any suspension or termination of this Agreement.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision of this Agreementhereunder, or substantially fails to perform or substantially delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (“Default”) and that in such event, any of the non-defaulting party Parties (“Non-Defaulting Party”) shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodtime. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Non-Defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party is entitled to decide at its discretionthen: 11.1.1 (a) If either of the Existing Shareholders are Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request demand the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damagesdamage; 11.1.2 (b) If the WFOE is the Defaulting Party, the nonNon-defaulting Defaulting Party shall be entitled to request demand the Defaulting Party to indemnify for damagesdamage, provided that unless otherwise mandatorily stipulated by laws or agreed by the Partieslaw, the nonNon-defaulting Defaulting Party shall not in no event be entitled to terminate or cancel revoke this Agreement under any circumstancesAgreement. For the purpose of this Section 9.1, the Company and the Existing Shareholder further acknowledge and agree that their breach of Article V hereof shall constitute their material breach of this Agreement. 11.2 9.2 Notwithstanding any other provisions of this Agreement, the validity of this section article shall not be affected by any suspension or termination of this Agreement.

Liability for Default. 11.1 11.1. The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision of this Agreementhereunder, or substantially fails to perform or substantially delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (“Default”) and that in such event, the non-defaulting party Party shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodtime. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonnon-Defaulting defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party is entitled to decide at its discretion: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled may elect, in its discretion, to request (i) terminate this Agreement and demand the Defaulting Party to fully indemnify for damagesdamage; or (ii) demand enforced performance by the Defaulting Party of its obligations hereunder and full indemnification from the Defaulting Party for damage. 11.2. Notwithstanding Section 11.1 above, the Parties agree and acknowledge that unless otherwise stipulated by laws Laws or agreed by the Partiesthis Agreement, the non-defaulting Party A shall not in no event be entitled permitted to demand to terminate or cancel this Agreement under on the ground of any circumstancesreason. 11.2 11.3. Notwithstanding any other provisions of this Agreementhereof, the validity of this section Section 11 shall not be affected by any termination of this Agreement.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that confirm that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any provision of this Agreement, the provisions herein or fails substantially to perform or delays in performing any obligation of the obligations under this Agreement, it shall constitute a default under this Agreement (hereinafter a “Default”) ), and any of the non-defaulting party default Parties shall be entitled have the right to request require the Defaulting Party to cure rectify such Default or take remedies remedial measures within a reasonable time period. If the Defaulting Party fails to cure rectify such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonof a non-Defaulting defaulting Party notifies notifying the Defaulting Party in writing and requests requiring it to cure such rectify the Default, then the non-defaulting party is entitled to decide at its discretion: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled have the right at its own discretion to request select any of the following remedial measures: (1) to terminate this Agreement and require the Defaulting Party to indemnify it for damagesall damages suffered; or (2) to seek mandatory performance of the obligations of the Defaulting Party hereunder and require the Defaulting Party to indemnify it for all damages suffered. 9.2 Notwithstanding the above Article 9.1, unless otherwise stipulated by laws the Parties agree and confirm that in no circumstances shall any Shareholder request the termination of this Agreement for any reason. 9.3 The rights and remedies prescribed herein are cumulative, and other rights or agreed remedies prescribed by the Parties, the non-defaulting Party shall law are not be entitled to terminate or cancel this Agreement under any circumstancesprecluded. 11.2 9.4 Notwithstanding any other provisions of this Agreementherein, the validity of this section Article shall not be affected by any the suspension or termination of this Agreement.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that confirm that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any provision of this Agreement, the provisions herein or fails substantially to perform or delays in performing any obligation of the obligations under this Agreement, it shall constitute a default under this Agreement (hereinafter a “Default”) ), and any of the non-defaulting party Parties shall be entitled have the right to request require the Defaulting Party to cure rectify such Default or take remedies remedial measures within a reasonable time period. If the Defaulting Party fails to cure rectify such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonof a non-Defaulting defaulting Party notifies notifying the Defaulting Party in writing and requests requiring it to cure such rectify the Default, then the a non-defaulting party is entitled to decide Party shall have the right at its discretionown discretion to select any of the following remedial measures: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled (1) to terminate this Agreement and request require the Defaulting Party to indemnify for damages, or it against all damages suffered; or (2) to request seek mandatory performance of the obligations of the Defaulting Party to continue to perform its obligations under this Agreement hereunder and to request require the Defaulting Party to indemnify for it against all damages suffered. 9.2 Notwithstanding the damages; 11.1.2 If the WFOE is the Defaulting Partyabove Article 9.1, the non-defaulting Party Parties agree and confirm that in no circumstances shall be entitled to any Individual Shareholder or the Domestic Company request the Defaulting Party termination of this Agreement for any reason, provided that WFOE shall have the right to indemnify for damagesunilaterally terminate this Agreement at any time by sending a 30 days’ prior written notice to the Individual Shareholders and the Domestic Company. 9.3 The rights and remedies prescribed herein are cumulative, unless otherwise stipulated by laws and other rights or agreed remedies prescribed by the Parties, the non-defaulting Party shall law are not be entitled to terminate or cancel this Agreement under any circumstancesprecluded. 11.2 9.4 Notwithstanding any other provisions of this Agreementherein, the validity of this section Article shall not be affected by any the suspension or termination of this Agreement.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that if any Party (the “Defaulting Party”) materially breaches any provision of this Agreementhereof, or materially fails to perform or delays in performing any obligation under this Agreementhereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (the “Default”) and any of the non-defaulting party Parties (the “Non-Defaulting Party”) shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodperiod of time. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable period of time period or within ten (10) days after upon receipt of the written notice from the Non-Defaulting Party notifies the Defaulting Party in writing and requests requesting it to cure such Default, then the non-defaulting party is entitled to decide at its discretionthen: 11.1.1 9.1.1 If any Shareholder or the Existing Shareholders are Company is the Defaulting Party, the WFOE or the Cayman Company shall be entitled to terminate this Agreement and request demand the Defaulting Party to indemnify for damages, damage; ​ 9.1.2 If the WFOE or to request the Cayman Company is the Defaulting Party, the Non-Defaulting Party shall be entitled to continue to perform its obligations under this Agreement and to request demand the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Partydamage, the non-defaulting Party shall be entitled to request the Defaulting Party to indemnify for damages, provided that unless otherwise stipulated by laws or agreed by the Partieslaws, the nonNon-defaulting Defaulting Party shall not in no event be entitled to terminate or cancel this Agreement under any circumstances. 11.2 Notwithstanding any other provisions of this Agreement, the validity of this section shall not be affected by any termination of rescind this Agreement.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that if any Party (hereinafter referred to as the “Defaulting Party”) substantially breaches any provision of this Agreement, or substantially fails to perform or delays in performing any obligation under this Agreement, it such shall constitute a default Default under this Agreement (hereinafter referred to as the “Default”) and any Party of the nonother Non-defaulting party Parties (hereinafter referred to as the “Non-defaulting Parties”) shall be entitled to request require the Defaulting Party to cure such Default or take remedies within a reasonable time period. If the Defaulting Party fails to cure such Default or take remedies within such reasonable time period or within ten (10) fifteen days after the Non-Defaulting Party notifies defaulting Parties notify the Defaulting Party in writing and requests require it to cure such Default, then the nonrelevant Non-defaulting party is Parties are entitled to decide at its discretion: 11.1.1 If their absolute discretion (1) terminate this Agreement and require Defaulting Party to indemnify it for all the Existing Shareholders are damages; or (2) require the specific performance of the Defaulting Party’s obligations under this Agreement and require the Defaulting Party to indemnify it for all the damages. For the avoidance of doubt, the WFOE shall Shareholders or the Company will be entitled to terminate this Agreement pursuant to this section merely in the event of the Default of the WFOE. *** Indicates where text has been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. The omitted materials have been filed separately with the Securities and request the Defaulting Party to indemnify Exchange Commission. 9.2 The Parties agree and acknowledge that except for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to request the Defaulting Party to indemnify for damages, unless otherwise stipulated provided by laws or agreed by the Parties, the non-defaulting Party shall not be entitled to terminate or cancel this Agreement under any circumstances. 11.2 Notwithstanding any other provisions of and this Agreement, the validity Shareholders and the Company shall in no event terminate this Agreement with any reason. 9.3 Notwithstanding otherwise provided in this Agreement, the effectiveness of this section shall not be affected by any the dissolution or termination of this Agreement.

Liability for Default. 11.1 ​ 9.1 The Parties agree and acknowledge that if any Party (hereinafter referred to as the “Defaulting Party”) substantially breaches any provision of this Agreement, or substantially fails to perform or delays in performing any obligation under this Agreement, it such shall constitute a default Default under this Agreement (hereinafter referred to as the “Default”) and any Party of the nonother Non-defaulting party Parties (hereinafter referred to as the “Non-defaulting Parties”) shall be entitled to request require the Defaulting Party to cure such Default or take remedies within a reasonable time period. If the Defaulting Party fails to cure such Default or take remedies within such reasonable time period or within ten (10) fifteen days after the Non-Defaulting Party notifies defaulting Parties notify the Defaulting Party in writing and requests require it to cure such Default, then the nonrelevant Non-defaulting party is Parties are entitled to decide at its discretion: 11.1.1 If their absolute discretion (1) terminate this Agreement and require Defaulting Party to indemnify it for all the Existing Shareholders are damages; or (2) require the specific performance of the Defaulting Party’s obligations under this Agreement and require the Defaulting Party to indemnify it for all the damages. For the avoidance of doubt, the WFOE shall Shareholders or the Company will be entitled to terminate this Agreement pursuant to this section merely in the event of the Default of the WFOE. ​ 9.2 The Parties agree and request the Defaulting Party to indemnify acknowledge that except for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to request the Defaulting Party to indemnify for damages, unless otherwise stipulated provided by laws or agreed by the Parties, the non-defaulting Party shall not be entitled to terminate or cancel this Agreement under any circumstances. 11.2 Notwithstanding any other provisions of and this Agreement, the validity Shareholders and the Company shall in no event terminate this Agreement with any reason. ​ 9.3 Notwithstanding otherwise provided in this Agreement, the effectiveness of this section shall not be affected by any the dissolution or termination of this Agreement.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that confirm that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any provision of this Agreement, the provisions herein or fails substantially to perform or delays in performing any obligation of the obligations under this Agreement, it shall constitute a default under this Agreement (hereinafter a “Default”) ), and any of the non-defaulting party parties shall be entitled have the right to request require the Defaulting Party to cure rectify such Default or take remedies remedial measures within a reasonable time period. If the Defaulting Party fails to cure rectify such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonof a non-Defaulting Party notifies defaulting party notifying the Defaulting Party in writing and requests requiring it to cure such rectify the Default, then the a non-defaulting party is entitled to decide shall have the right at its discretionown discretion to select any of the following remedial measures: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled (1) to terminate this Agreement and request require the Defaulting Party to indemnify it for damages, or all damages suffered; or (2) to request seek mandatory performance of the obligations of the Defaulting Party to continue to perform its obligations under this Agreement hereunder and to request require the Defaulting Party to indemnify it for all the damages;damages suffered. 11.1.2 If the WFOE is the Defaulting Party, the non-defaulting Party 9.2 The Parties agree and confirm that in no circumstances shall be entitled to any Shareholder request the Defaulting Party to indemnify termination of this Agreement for damagesany reason. 9.3 The rights and remedies prescribed herein are cumulative, unless otherwise stipulated by laws and other rights or agreed remedies prescribed by the Parties, the non-defaulting Party shall law are not be entitled to terminate or cancel this Agreement under any circumstancesprecluded. 11.2 9.4 Notwithstanding any other provisions of this Agreementherein, the validity of this section Article shall not be affected by any the suspension or termination of this Agreement.

Liability for Default. 11.1 The Parties agree and acknowledge 8.1 Any Party that if any Party (“Defaulting Party”) breaches directly or indirectly violates any provision of this Agreement, the Agreement or does not assume or fails to perform or delays in performing any obligation under this Agreement, it shall constitute a default under this Agreement (“Default”) timely and the non-defaulting party shall be entitled to request the Defaulting Party to cure such Default or take remedies within a reasonable time period. If the Defaulting Party fails to cure such Default or take remedies within such reasonable time period or within ten (10) days after the Non-Defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party is entitled to decide at its discretion: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform fully assume its obligations under this the Agreement and to request the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Partyconstitutes a breach of contract, the non-defaulting breaching party (hereinafter referred to as the “Non-breaching Party”) shall have the right by written notice to require the breaching party (hereinafter referred to as the “Breaching Party”) to cure its breach and take adequate, effective and prompt measures to eliminate the consequences of default and to compensate the Non-breaching Party for the losses incurred by the Breaching Party as a result of the breach. 8.2 If, after the occurrence of default, the Non-breaching Party reasonably and objectively determines that such breach has rendered the performance of the Non-breaching Party’s corresponding obligations under the Agreement impossible or unfair, the Non-breaching Party shall be entitled to request notify the Defaulting Breaching Party in writing that the Non-breaching Party will temporarily suspend the performance of its corresponding obligations under the Agreement until the Breaching Party ceases its breach, takes adequate, effective and prompt measures to indemnify eliminate the consequences of default and compensates the Non-breaching Party for damages, unless otherwise stipulated by laws or agreed the losses incurred by the Parties, Breaching Party as a result of the non-defaulting breach. 8.3 The Breaching Party shall indemnify the Non-breaching Party for its losses including direct economic losses, any foreseeable indirect losses and additional costs incurred by the Breaching Party as a result of the default, including but not be entitled limited to terminate or cancel this Agreement under attorney’s fees, litigation and arbitration costs, financial costs and travel expenses. If the amount of liquidated damages is otherwise expressly provided in any circumstances. 11.2 Notwithstanding any other provisions provision of this the Agreement, the validity of this section such provision shall not be affected by any termination of this Agreementprevail.

Liability for Default. 11.1 9.1 The Parties agree and acknowledge that confirm that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any provision of this Agreement, the provisions herein or fails substantially to perform or delays in performing any obligation of the obligations under this Agreement, it shall constitute a default under this Agreement (hereinafter a “Default”) ), and any of the non-defaulting party default Parties shall be entitled have the right to request require the Defaulting Party to cure rectify such Default or take remedies remedial measures within a reasonable time period. If the Defaulting Party fails to cure rectify such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonof a non-Defaulting defaulting Party notifies notifying the Defaulting Party in writing and requests requiring it to cure such rectify the Default, then the non-defaulting party is entitled to decide at its discretion: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled have the right at its own discretion to request select any of the following remedial measures: (1) to terminate this Agreement and require the Defaulting Party to indemnify it for damagesall damages suffered; or (2) to seek mandatory performance of the obligations of the Defaulting Party hereunder and require the Defaulting Party to indemnify it for all damages suffered. 9.2 The Parties agree and confirm that in no circumstances shall any Shareholder request the termination of this Agreement for any reason. 9.3 The rights and remedies prescribed herein are cumulative, unless otherwise stipulated by laws and other rights or agreed remedies prescribed by the Parties, the non-defaulting Party shall law are not be entitled to terminate or cancel this Agreement under any circumstancesprecluded. 11.2 9.4 Notwithstanding any other provisions of this Agreementherein, the validity of this section Article shall not be affected by any the suspension or termination of this Agreement.

Liability for Default. 11.1 11.1. The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision of this Agreementhereunder, or substantially fails to perform or substantially delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (“Default”) and that in such event, the non-defaulting party Party shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodtime. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonnon-Defaulting defaulting Party notifies the Defaulting Party in writing and requests it to cure such Defaultremedies, then the non-defaulting party is entitled to decide at Party may, in its discretion, elect to take the following action: 11.1.1 11.1.1. If either the Existing Shareholders are or the Company is the Defaulting Party, the WFOE Baozun shall be entitled to terminate this Agreement and request demand the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damagesdamage; 11.1.2 11.1.2. If the WFOE Baozun is the Defaulting Party, the non-defaulting Party shall be entitled to request demand the Defaulting Party to indemnify for damagesdamage, provided that unless otherwise stipulated by laws or agreed by the Partieslaw, the non-defaulting Party shall not in no event be entitled to terminate or cancel revoke this Agreement under any circumstancesAgreement. 11.2 11.2. Notwithstanding any other provisions of this Agreementhereof, the validity of this section Section 11 shall not be affected by any termination of this Agreement.

Liability for Default. 11.1 The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision of this Agreementhereunder, or substantially fails to perform or substantially delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (“Default”) and that in such event, any of the non-defaulting party Parties (“Non-defaulting Parties”) shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodtime. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonnon-Defaulting defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party is entitled to decide at its discretion: 11.1.1 If (a) to the extent that either the Existing Shareholders are Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request demand the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damagesdamage; 11.1.2 If (b) to the extent that WFOE is the Defaulting Party, the nonNon-defaulting Party shall be entitled to request demand the Defaulting Party to indemnify for damagesdamage, provided that unless otherwise mandatorily stipulated by laws or agreed by the Partieslaw, the nonNon-defaulting Party shall not in no event be entitled to terminate or cancel revoke this Agreement under any circumstancesAgreement. For the purpose of this Section 11.1, the Existing Shareholder further acknowledges and agrees that its breach of Article VI hereof shall constitute their material breach of this Agreement; the Company further acknowledges and agrees that its breach of Article VII hereof shall constitute its material breach of this Agreement. 11.2 Notwithstanding any other provisions of this Agreementhereof, the validity of this section article shall not be affected by any termination of this Agreement.

Liability for Default. 11.1 12.1 The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision of this Agreementhereunder, or substantially fails to perform or substantially delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (“Default”) and that in such event, the non-defaulting party Party shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodtime. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonnon-Defaulting defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then and if the Defaulting Party is Party A, the non-defaulting party is entitled to decide at Party may elect, in its discretion: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled to (1) terminate this Agreement and request demand the Defaulting Party to fully indemnify for damages, damage; or to request (2) demand enforced performance by the Defaulting Party to continue to perform of its obligations under this Agreement hereunder and to request full indemnification from the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is damage; if the Defaulting PartyParty is Party B, the non-defaulting Party shall be entitled have the right to request demand continued performance by the Defaulting Party to indemnify of its obligations hereunder and full indemnification from the Defaulting Party for damagesdamage. 12.2 Notwithstanding Section 12.1 above, the Parties agree and acknowledge that unless otherwise stipulated by laws Laws or agreed by the Partiesthis Agreement, the non-defaulting Party A shall not in no event be entitled permitted to demand to terminate or cancel this Agreement under on the ground of any circumstancesreason. 11.2 12.3 Notwithstanding any other provisions of this Agreement, the validity of this section Article XII shall not be affected by any termination of this Agreement.

Liability for Default. 11.1 11.1. The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision of this Agreementhereunder, or substantially fails to perform or substantially delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (“Default”) and that in such event, the non-defaulting party Party shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodtime. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonnon-Defaulting defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party is entitled to decide at Party may elect, in its discretion, to do the following: 11.1.1 11.1.1. If either the Existing Shareholders are or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request demand the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damagesdamage; 11.1.2 11.1.2. If the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to request demand the Defaulting Party to indemnify for damagesdamage, provided that unless otherwise stipulated by laws or agreed by the Partieslaw, the non-defaulting Party shall not in no event be entitled to terminate or cancel revoke this Agreement under any circumstancesAgreement. 11.2 11.2. Notwithstanding any other provisions of this Agreementhereof, the validity of this section Section 11 shall not be affected by any termination of this Agreement.

Liability for Default. 11.1 ​ 9.1 The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision of this Agreementhereunder, or substantially fails to perform or substantially delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (“Default”) and that in such event, any of the non-defaulting party Parties (“Non-Defaulting Party”) shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodtime. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Non-Defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then the non-defaulting party is entitled to decide at its discretion:then: ​ 11.1.1 (a) If either of the Existing Shareholders are or the Company is the Defaulting Party, the WFOE Wholly-owned Company shall be entitled to terminate this Agreement and request demand the Defaulting Party to indemnify for damages, or to request damage; ​ (b) If the Wholly-owned Company is the Defaulting Party, the Non-Defaulting Party shall be entitled to continue to perform its obligations under this Agreement and to request demand the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Partydamage, provided that unless otherwise mandatorily stipulated by law, the nonNon-defaulting Defaulting Party shall be entitled to request the Defaulting Party to indemnify for damages, unless otherwise stipulated by laws or agreed by the Parties, the non-defaulting Party shall not in no event be entitled to terminate or cancel revoke this Agreement under any circumstances.Agreement. ​ For the purpose of this Section 9.1, the Company and the Existing Shareholders further acknowledge and agree that their breach of Article V hereof shall constitute their material breach of this Agreement. ​ 11.2 9.2 Notwithstanding any other provisions of this Agreement, the validity of this section article shall not be affected by any suspension or termination of this Agreement.

Liability for Default. 11.1 12.1. The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision of this Agreementhereunder, or substantially fails to perform or substantially delays in performing any obligation under this Agreementobligations hereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (“Default”) and that in such event, the non-defaulting party Party shall be entitled have the right to request demand the Defaulting Party to cure such Default or take remedies remedial measures within a reasonable time periodtime. If the Defaulting Party fails to cure such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after the Nonnon-Defaulting defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then and if the non-defaulting party Party is entitled to decide at Party A, it may elect, in its discretion: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled to (i) terminate this Agreement and request demand the Defaulting Party to fully indemnify for damages, damage; or to request (ii) demand enforced performance by the Defaulting Party of its obligations hereunder and full indemnification from the Defaulting Party for damage. If the non-defaulting Party is Party B, it may demand the defaulting party to continue to perform its obligations under this Agreement hereunder and to request the Defaulting Party to fully indemnify for all the damages;. 11.1.2 If the WFOE is the Defaulting Party12.2. Notwithstanding Section 12.1 above, the non-defaulting Party shall be entitled to request the Defaulting Party to indemnify for damages, Parties agree and acknowledge that unless otherwise stipulated by laws or agreed by the PartiesLaws, the non-defaulting Party A shall not in no event be entitled permitted to demand to terminate or cancel this Agreement under on the ground of any circumstancesreason. 11.2 12.3. Notwithstanding any other provisions of this Agreementhereof, the validity of this section Section 12 shall not be affected by any termination of this Agreement.

Liability for Default. 11.1 7.1 The Parties agree and acknowledge that confirm that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any provision of this Agreement, the provisions herein or fails substantially to perform or delays in performing any obligation of the obligations under this Agreement, it shall constitute a default under this Agreement (hereinafter a “Default”) ), and the non-defaulting party Party shall be entitled have the right to request require the Defaulting Party to cure rectify such Default or take remedies remedial measures within a reasonable time period. If the Defaulting Party fails to cure rectify such Default or take remedies remedial measures within such reasonable time period or within ten (10) days after of the Nonnon-Defaulting defaulting Party notifies notifying the Defaulting Party in writing and requests requiring it to cure such rectify the Default, then the non-defaulting party is entitled to decide at its discretion: 11.1.1 If the Existing Shareholders are the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and request the Defaulting Party to indemnify for damages, or to request the Defaulting Party to continue to perform its obligations under this Agreement and to request the Defaulting Party to indemnify for all the damages; 11.1.2 If the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled have the right at its own discretion to request select any of the following remedial measures: (1) to terminate this Agreement and require the Defaulting Party to indemnify it against all damages suffered; or (2) to seek mandatory performance of the obligations of the Defaulting Party hereunder and require the Defaulting Party to indemnify it against all damages suffered. 7.2 Notwithstanding the above Article 7.1, the Parties agree and confirm that in no circumstances shall the Domestic Company request the termination of this Agreement for damagesany reason. 7.3 The rights and remedies prescribed herein are cumulative, unless otherwise stipulated by laws and other rights or agreed remedies prescribed by the Parties, the non-defaulting Party shall law are not be entitled to terminate or cancel this Agreement under any circumstancesprecluded. 11.2 7.4 Notwithstanding any other provisions of this Agreementherein, the validity of this section Article shall not be affected by any the suspension or termination of this Agreement.