Contents of a technology transfer agreement in Vietnam

Contents of a technology transfer agreement in Vietnam (Internet image)

Regarding this matter, LawNet would like to answer as follows:

1. Contents of a technology transfer agreement in Vietnam

Contents of a technology transfer agreement according to Article 23 of the Law on Technology Transfer 2017 is as follows:

- 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.

2. Duration and effective date of the technology transfer agreement in Vietnam

Duration and effective date of the technology transfer agreement in Vietnam according to Article 24 of the Law on Technology Transfer 2017 are as follows:

- Duration of a technology transfer agreement shall be agreed upon by the parties.

- 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 Article 24 of the Law on Technology Transfer 2017.

- 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 of the Law on Technology Transfer 2017 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.

3. Rights and obligations of the transferor in Vietnam

Rights and obligations of the transferor in Vietnam according to Article 25 of the Law on Technology Transfer 2017 are as follows:

* 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.

* 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.

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