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If there is a conflict between the supplementary agreement and the original agreement, which one shall prevail?

Generally, the supplementary agreement shall prevail.

There are two situations when a supplementary agreement needs to be signed after the contract is signed:

1. It is a matter that is not agreed upon in the contract and requires a supplementary agreement;

2. The matters agreed in the contract need to be changed after negotiation between both parties.

If a supplementary agreement is signed to meet the needs of the above two situations, the validity of the two agreements should be stated in the supplementary agreement respectively.

Therefore, the parties signing a contract must clearly stipulate the validity between the supplemental agreement and the original contract when signing the supplementary agreement to avoid unnecessary disputes.

According to the "Partnership Enterprise Law of the People's Republic of China" revised and adopted by the Standing Committee of the National People's Congress of the People's Republic of China in August 2006, entering into a partnership agreement and establishing a partnership enterprise must be Follow the principles of voluntariness, equality, fairness, and good faith.

The partnership agreement shall come into effect after being signed and sealed by all partners. Partners enjoy rights and perform obligations according to the partnership agreement. Modification or supplement to the partnership agreement shall require the unanimous consent of all partners; however, unless otherwise stipulated in the partnership agreement.

Matters that are not stipulated in the partnership agreement or are unclearly stipulated shall be decided by the partners through negotiation; if the negotiation fails, the matter shall be handled in accordance with the provisions of this Law and other relevant laws and administrative regulations.