Must technology transfer agreements be concluded in writing? What contents must be included in a technology transfer agreement in Vietnam?
- Must technology transfer agreements be concluded in writing?
- What contents must be included in a technology transfer agreement in Vietnam?
- In case the parties fail to agree on the effective date of a technology transfer agreement in Vietnam, when is the effective date of the agreement?
- What are the obligations of the technology transferor in a technology transfer agreement in Vietnam?
- What are the obligations of the technology transferee in a technology transfer agreement in Vietnam?
Must technology transfer agreements be concluded in writing?
Pursuant to Article 22 of the 2017 Law on Technology Transfer in Vietnam stipulating 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.
According to the above provisions, a technology transfer agreement must be concluded in writing or in any forms which are considered as written transactions.
Must technology transfer agreements be concluded in writing? What contents must be included in a technology transfer agreement in Vietnam?
What contents must be included in a technology transfer agreement in Vietnam?
Pursuant to Article 23 of the 2017 Law on Technology Transfer in Vietnam, the contents that must be included in a technology transfer agreement includes:
- Name of technology to be transferred.
- Technologies to be transferred, products created by the transferred technology, their quality standards.
- Transfer of the ownership and/or the right to use technology.
- Method of technology transfer.
- Rights and obligations of the parties.
- Price and method of payment.
- Duration and effective date of the technology transfer agreement.
- Definitions and terms used in the technology transfer agreement (if any).
- Technology transfer plan or schedule, and location.
- Warranty on transferred technology.
- Penalty for breach of agreement.
- Liability for breach of agreement.
- Dispute resolution authority.
- Other contents agreed upon by the parties.
In case the parties fail to agree on the effective date of a technology transfer agreement in Vietnam, when is the effective date of the agreement?
Pursuant to Article 24 of the 2017 Law on Technology Transfer in Vietnam stipulating as follows:
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.
Thus, 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.
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.
What are the obligations of the technology transferor in a technology transfer agreement in Vietnam?
Pursuant to Clause 2, Article 25 of the 2017 Law on Technology Transfer in Vietnam, the obligations of the technology transferor are as follows:
- 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.
What are the obligations of the technology transferee in a technology transfer agreement in Vietnam?
Pursuant to Clause 2, Article 26 of the 2017 Law on Technology Transfer in Vietnam, the obligations of the technology transferee are as follows:
- Comply with provisions specified in the technology transfer agreement; make compensation for damage caused to the transferor and/or the third party due to the transferee’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;
- Apply for permit to transfer technology which is restricted from transferring from a foreign country to Vietnam, unless otherwise agreed upon by the parties;
- Fulfill financial obligations and other obligations as regulated by law.
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