Is it allowed to use 02 language in a technology transfer agreement in Vietnam? May the payment for technology transfer be made by multiple payments in cash?

Main Content

• Is it allowed to use 02 language in a technology transfer agreement in Vietnam?
• Vietnam: May the payment for technology transfer be made by multiple payments in cash?
• What are the rights and obligations of the transferor in Vietnam?

Is it allowed to use 02 language in a technology transfer agreement in Vietnam?

Pursuant to Article 22 of the Law on Technology Transfer 2017:

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.

The language used in the agreement shall be agreed upon by the parties.

The law does not specifically provide whether the use of two languages is allowed in technology transfer agreement or not.

However, the parties can agree with each other to choose a suitable language to enter into a technology transfer agreement in accordance with the law.

Is it allowed to use 02 language in a technology transfer agreement in Vietnam? May the payment for technology transfer be made by multiple payments in cash? (Image from the Internet)

Vietnam: May the payment for technology transfer be made by multiple payments in cash?

Pursuant to Article 27 of the Law on Technology Transfer 2017 on the price for technology transfer and payment method:

Price for technology transfer and payment method

1. The price for transferring technology shall be subject to agreement between the parties.

2. The payment may be made by adopting any of the following methods:

a) One-off or multiple payments in cash or by goods;

b) Transfer of technology value as capital contribution to the investment project or enterprise under regulations of law;

c) Payment by percentage (%) of the net selling price;

d) Payment by percentage (%) of the net revenue;

dd) Payment by percentage (%) of the earnings before income taxes of the transferee;

e) Other payment method as agreed upon by the parties.

3. The price of transferred technology must be audited and applied in accordance with regulations of the Law on taxation and prices in the following cases:

a) Technology is transferred between the parties among which one or both parties have state funding;

v) Technology is transferred between the parties having parent company-subsidiary company relationship;

c) Technology is transferred between the parties having association relationship as prescribed by the law on taxation.

4. The Government shall promulgate detailed regulations on this Article.

The payment for technology transfer may be made by one-off or multiple payments in cash or by goods.

Thus, the payment for technology transfer may be made by multiple payments in cash.

What are the rights and obligations of the transferor in Vietnam?

Pursuant to Article 25 of the Law on Technology Transfer 2017 on the rights and obligations of the transferor:

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.

Thus, the transferor has the following rights and obligations:

(1) 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.

(2) 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.