Can language in technology transfer agreements be used in foreign languages in Vietnam?

1. Can language in technology transfer agreements be used in foreign languages in Vietnam?

Pursuant to Article 22 of the Law on Technology Transfer 2017 stipulates conclusion and performance of technology transfer agreement as follows:

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.

Thus, in technology transfer agreements, the parties can agree on the language to use in Vietnam. Therefore, when you study technology transfer agreements, you will see that the language used in the agreements is different.

2. What are contents of a technology transfer agreement in Vietnam?

According to Article 23 of the Law on Technology Transfer 2017, contents of a technology transfer agreement are as follows:

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.

According to this Article, a technology transfer agreement in Vietnam must contain the contents specified above.

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

According to Article 25 of the Law on Technology Transfer 2017, rights and obligations of the transferor are as follows:

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 technology transferor has the rights and obligations specified above in Vietnam.

Best Regards!