Do the contents of a technology transfer agreement in Vietnam include the duration and effective date of the agreement?
- What are the requirements for a technology transfer agreement in Vietnam?
- Do the contents of a technology transfer agreement in Vietnam include the duration and effective date of the agreement?
- What are the regulations on the duration and effective date of the technology transfer agreement in Vietnam?
- Is a technology transferor in Vietnam required to make compensation for damage to the third party due to its breach of the agreement?
What are the requirements for a technology transfer agreement in Vietnam?
Under Article 22 of the Law on Technology Transfer 2017 on the conclusion and performance of the technology transfer agreement:
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 the regulations of this Law, the Civil Code, and the Law on Commerce, the Law on Intellectual Property, the Competition Law and relevant laws.
According to the above provisions, a technology transfer agreement must be concluded in writing or in any form that is considered a written transaction under the regulations of the Civil Code 2015.
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)
The language used in the agreement shall be agreed upon by the parties.
In addition, the technology transfer agreement is concluded and performed in accordance with the regulations of the Law on Technology Transfer 2017, the Civil Code 2015, the Commercial Law 2005, the Intellectual Property Law 2005, the Competition Law 2018, and other relevant laws.
Do the contents of a technology transfer agreement in Vietnam include the duration and effective date of the agreement?
Under Article 23 of the Law on Technology Transfer 2017 on the contents of a technology transfer agreement:
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.
Thus, the duration and effective date of the agreement are one of the contents of a technology transfer agreement.
What are the regulations on the duration and effective date of the technology transfer agreement in Vietnam?
Under Article 24 of the Law on Technology Transfer 2017 on the duration and effective date of the technology transfer agreement:
Duration and effective date of the technology transfer agreement
1. Duration of a technology transfer agreement shall be agreed upon by the parties.
2. The effective date of a technology transfer agreement shall be agreed upon by the parties. In case the parties fail to agree on the effective date, the technology transfer agreement shall become effective as from the date on which it is signed, excluding the cases prescribed in Clause 3 of this Article.
3. An agreement for transfer of technology restricted from transferring shall become effective as from the issued date of the technology transfer permit.
The technology transfer agreement which must be registered under regulations in Clause 1 and Clause 2 Article 31 herein shall become effective as from the issued date of Certificate of registration of technology transfer. If a technology transfer agreement is extended or revised, the written agreement on extension or revision shall become effective as from the issued date of Certificate of registration of technology transfer extension or revision.
According to the above provisions, the duration and effective date of a technology transfer agreement shall be agreed upon by the parties.
In case the parties fail to agree on the effective date, the effective date of the technology transfer agreement shall be the conclusion date.
The technology transfer agreement which must be registered under regulations in Clause 1 and Clause 2 Article 31 of the Law on Technology Transfer 2017 shall become effective as from the issued date of the Certificate of registration of technology transfer.
If a technology transfer agreement is extended or revised, the written agreement on extension or revision shall become effective as from the issued date of the Certificate of registration of technology transfer extension or revision.
Is a technology transferor in Vietnam required to make compensation for damage to the third party due to its breach of the agreement?
Under Clause 2, Article 25 of the Law on Technology Transfer 2017:
Rights and obligations of the transferor
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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;
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Thus, the technology transferor must 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.
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