What are contents of the contract for the transfer of limited-term rights to operate inland waterway infrastructure assets in Vietnam?

What are contents of the contract for the transfer of limited-term rights to operate inland waterway infrastructure assets in Vietnam?​ (Image from the Internet)

What are contents of the contract for the transfer of limited-term rights to operate inland waterway infrastructure assets in Vietnam?

A fixed-term transfer contract for the exploitation rights of inland waterway infrastructure assets in Vietnam includes the following main contents:

- Information about the Transferor of the fixed-term exploitation rights (asset management agency).

- Information about the Transferee of the fixed-term exploitation rights (successful auction enterprise).

- List of assets with exploitation rights transferred (asset name; address; year placed in use; basic specifications (volume, length, etc.); area; original value, remaining value (if any); utilization status of the asset).

- Duration of the transfer of exploitation rights to the asset.

- Asset exploitation revenue in the starting price scheme for auction (hereinafter referred to as reference revenue).

- Contract value (at the winning bid price).

- Payment term for the fixed-term transfer of exploitation rights (transfer value):

The transfer value is paid in a maximum of 02 installments within 90 days from the date of contract signing, with the first installment paying at least 50% of the transfer value within 30 days from the date of contract signing; in case the transfer value is over 1,000 billion VND, it can be paid in a maximum of 03 installments within 12 months from the date of contract signing, with the first installment paying at least 40% of the transfer value within 60 days from the date of contract signing, the second installment paying at least 30% of the transfer value within 120 days from the date of contract signing.

- Deposit to ensure contract performance (in addition to the transfer value under the contract): The deposit amount is 5% of the total transfer value, deposited by the Transferee into a blocked account at a credit institution. The period for depositing into the blocked account is 15 days from the date of contract signing. The deposit duration corresponds to the duration of the transfer of the fixed-term exploitation rights.

In the event that at the termination of the transfer contract, the Transferee has not fulfilled their obligations (payment for the fixed-term transfer of exploitation rights, breach of contract related to the handover of exploitation rights back to the Transferor), the deposit is used to offset the obligations that the Transferee must fulfill for the unfulfilled obligations mentioned above. Any remaining balance (if any) is handled according to civil law regulations.

- Responsibility for investment in upgrades and expansion as per projects approved by competent authorities; responsibilities, technical maintenance requirements of assets, and other necessary items related to maintenance work.

- Timeframe for the Transferor to hand over exploitation rights to the Transferee; timeframe for the Transferee to hand over exploitation rights back to the Transferor.

- Handling cases where the actual exploitation revenue significantly fluctuates compared to the reference revenue:

Annually, if the actual revenue from exploiting assets with transferred exploitation rights (according to audited financial statements as per regulations) exceeds the reference revenue by 125% or more, the Transferee must contribute an additional 50% of the incremental revenue over 125% to a provisional account as stated in Clause 2, Article 17 of Decree 12/2025/ND-CP; in which, the reference revenue is the revenue for the corresponding year in the starting price scheme for auction.

The Transferor and the Transferee are responsible for basing on audited financial statements to determine the amount the Transferee must add (if any) to the provisional account. Based on this, the Transferor issues a notification to the competent authorities approving the scheme for the transfer of fixed-term exploitation rights as specified in Clause 5, Article 15 of Decree 12/2025/ND-CP, the provisional account holder as stated in point a, Clause 2, Article 17 of Decree 12/2025/ND-CP, and the Transferee for monitoring, collection, payment, and management of the amount. The deadline for determining, notifying, and paying into the provisional account is within 30 days from the date of receiving the Transferor's notice and no later than October 31 of the subsequent year following the year in which additional revenue arises that requires supplementary contribution; for the final year, payment into the provisional account must be made before contract liquidation.

- Conditions for contract termination.

- Rights and obligations of the parties.

- Handling contract violations, resolving contract disputes according to civil law regulations and other relevant legal regulations.

The signed fixed-term transfer contract for the exploitation rights of inland waterway infrastructure assets, along with any signed contract appendices (if any), are sent to the provisional account holder as specified in point a, Clause 2, Article 17 of Decree 12/2025/ND-CP for monitoring and managing the revenue from asset exploitation.

(According to Clause 9, Article 15 of Decree 12/2025/ND-CP)

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