Can foreign languages be used in the technology transfer agreements in Vietnam? What are the contents of technology transfer agreements?
Can foreign languages be used in the technology transfer agreements in Vietnam?
Article 22 of the Law on Technology Transfer 2017 stipulates the conclusion and performance of technology transfer agreement as follows:
Conclusion and performance of technology transfer agreement
1. A technology transfer agreement must be concluded in writing or in any forms which are considered as written transactions under regulations of the Civil Code. The agreement must be signed and sealed (if any) by the parties; all pages of the agreement or its appendixes must be initialed and sealed (if any).
2. The language used in the agreement shall be agreed upon by the parties.
3. The technology transfer agreement is concluded and performed in accordance with regulations of this Law, the Civil Code, and the Law on Commerce, the Law on Intellectual Property, the Competition Law and relevant laws.
Accordingly, the language used in the agreement shall be agreed upon by the parties.
Can foreign languages be used in the technology transfer agreements in Vietnam? What are the contents of technology transfer agreements?
What are the contents of technology transfer agreements in Vietnam?
Article 23 of the Law on Technology Transfer 2017 stipulates the contents of technology transfer agreements as follows:
Contents of a technology transfer agreement
1. Name of technology to be transferred.
2. Technologies to be transferred, products created by the transferred technology, their quality standards.
3. Transfer of the ownership and/or the right to use technology.
4. Method of technology transfer.
5. Rights and obligations of the parties.
6. Price and method of payment.
7. Duration and effective date of the technology transfer agreement.
8. Definitions and terms used in the technology transfer agreement (if any).
9. Technology transfer plan or schedule, and location.
10. Warranty on transferred technology.
11. Penalty for breach of agreement.
12. Liability for breach of agreement.
13. Dispute resolution authority.
14. Other contents agreed upon by the parties.
Accordingly, the content of the technology transfer contract includes the contents specified in Article 23 of the Law on Technology Transfer 2017 above.
What are the rights and obligations of the transferors in Vietnam?
According to Article 25 of the Law on Technology Transfer 2017, the rights and obligations of the transferor are as follows:
Rights and obligations of the transferor
1. The transferor has the following rights:
a) Request the transferee to strictly comply with provisions of the technology transfer agreement;
b) Receive full payment and enjoy other rights and interests as specified in the technology transfer agreement;
c) Hire an organization or individual to make technology transfer as regulated by law;
d) Request regulatory authorities to protect rights and legal interests related to the transferred technology;
dd) Request the transferee to implement corrective measures and make compensation for damage in case the transferee fails to fulfill its obligations specified in the technology transfer agreement, unless otherwise agreed;
e) Have other rights as defined by law.
2. The transferor must discharge the following obligations:
a) Ensure that the right to transfer technology is legal and not limited by the third party, unless otherwise agreed;
b) Comply with provisions specified in the technology transfer agreement; make compensation for damage caused to the transferee and/or the third party due to the transferor’s breach of agreement;
c) Keep secret of technology-related information and other information in course of negotiation, conclusion and performance of the technology transfer agreement;
d) Give a notification to the transferee and implement appropriate measures upon discovery of any technical difficulties which may result in the transferred technology fails to satisfy requirements specified in the agreement;
dd) Apply for permit to transfer technology which is restricted from transferring from Vietnam to foreign countries, unless otherwise agreed upon by the parties;
e) Fulfill financial obligations and other obligations as regulated by law.
Accordingly, the transferor has the following rights:
- Request the transferee to strictly comply with provisions of the technology transfer agreement;
- Receive full payment and enjoy other rights and interests as specified in the technology transfer agreement;
- Hire an organization or individual to make technology transfer as regulated by law;
- Request regulatory authorities to protect rights and legal interests related to the transferred technology;
- Request the transferee to implement corrective measures and make compensation for damage in case the transferee fails to fulfill its obligations specified in the technology transfer agreement, unless otherwise agreed;
- Have other rights as defined by law.
The transferor must discharge the following obligations:
- Ensure that the right to transfer technology is legal and not limited by the third party, unless otherwise agreed;
- Comply with provisions specified in the technology transfer agreement; make compensation for damage caused to the transferee and/or the third party due to the transferor’s breach of agreement;
- Keep secret of technology-related information and other information in course of negotiation, conclusion and performance of the technology transfer agreement;
- Give a notification to the transferee and implement appropriate measures upon discovery of any technical difficulties which may result in the transferred technology fails to satisfy requirements specified in the agreement;
- Apply for permit to transfer technology which is restricted from transferring from Vietnam to foreign countries, unless otherwise agreed upon by the parties;
- Fulfill financial obligations and other obligations as regulated by law.
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