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THE STATE COUNCIL
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom – Happiness
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No.
10-LCT/HDNN8
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Hanoi, December 5, 1988.
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ORDINANCE
ON
THE TRANSFER OF FOREIGN TECHNOLOGY INTO VIETNAM
In order constantly to improve the technology capabilities of the
country and to promote socioeconomic development in accordance with its policy
of expanding economic, scientific and technology co-operation with foreign
countries.
In accordance with articles 16, 43 and 100 of the Constitution of the Socialist
Republic of Vietnam.
This Ordinance contains provisions regulating the transfer of foreign
technology into Vietnam.
Chapter I
GENERAL PROVISIONS
Article 1
The Socialist Republic of
Vietnam encourages foreign organizations and individuals to transfer technology
into Vietnam on the basis equality and mutual benefit. The Socialist Republic
of Vietnam guarantees the rights and legal interests of foreign organizations
which and foreign individuals who transfer technology into Vietnam, and shall
create favorable conditions for such transfer.
Article 2
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1. the transferor of technology
means a party consisting of one or more foreign economic, scientific,
technological or other legal entities which or individuals who transfer
technology into Vietnam.
2. the transferee of technology,
means a party consisting of one or more Vietnamese economic, scientific, technological
or other legal entities which or individuals who, are receiving the technology
being transferred into Vietnam.
3. the two parties means the
transferor and the transferee of technology.
Article 3
The following activities
constitute the transfer of technology :
1. Transfer of ownership rights
or of the right to use patents, licenses, utility models or other industrial
property rights;
2. Transfer of know-how or
specialized technology in the form of technical solutions, design documents,
formulate, and technical specifications with or without equipment;
3. Provision of technical
assistance and consultancy services, including training and the supply of
information.
Article 4
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1. It shall enhance
technological standards and production efficiency and improve the quality of
products or be capable of developing new products.
2. It must not be detrimental to
the safety of production.
3. It shall make rational use of
energy, natural resources, and manpower.
4. It shall not adversely affect
the environment.
The Government of the Socialist
Republic of Vietnam will announce the sectors in which priority shall be given
to the transfer of technology.
Chapter II
TECHNOLOGY TRANSFER CONTACTS
Article 5
Any transfer of technology which
is commercial by nature or which involves the rights and obligations of the
parties concerned shall take place pursuant to a written contract.
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A technology transfer contract
shall contain the following principal information:
1. Objects of the technology
transfer : name, content, technological specification and result to be
achieved;
2. Price, terms, and mode of
payment;
3. Place, time, and schedule for
transfer;
4. Details concerning industrial
property rights;
5. The effective duration of the
contract and conditions for its amendment and termination.
6. Undertakings of the two
parties in respect of quality, reliability, guarantees, confidentiality of the
technology, and other guarantees against defect in the technology and its
transfer;
7. Training related to the
transferred technology;
8. The law and procedures to be
applied in the resolution of any disputes which may arise from the performance
of the technology transfer contract.
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Unless authorized by an
authorized State body of Vietnam the following restrictive clauses shall not be
permitted in the contract:
1. Obligations on the technology
transferee to purchase raw materials, equipment, intermediate goods and parts or to use permanently
manpower from sources stipulated by the transferor.
2. Restrictions concerning
quantity of production, prices and terms for the sale of products of the
transferee, including the appointment of sales agents or commercial
representative.
3. Restriction on the markets to
which transferee may export their products, other than those markets in which
the transferor already manufactures or sells similar products, or has granted a
franchise license to a third party.
4. Restrictions on the research
and development of transferred technology by transferees or on the acquisition
of similar technology from other sources.
Article 8
The price of the transferred
technology shall be agreed upon between the parties.
Article 9
The method of payment shall be
agreed upon between the parties and may be by installments.
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The duration of the contract
shall not exceed seven years from the date of its commencement. In necessary
cases, extensions to the contract may be permitted by the authorized State
body.
Article 11
During the performance of a
contract, either of the parties may request the other to inform it of details
of improvements and innovations which have been made or discovered in relation
to the transferred technology.Where one of the parties is interested in the
improvements and innovations referred to in paragraph 1 of this article, the
other party shall be obliged to transfer all related information on the basis
of reciprocity.
Article 12
The two parties shall attempt to
resolve any disputes which arise out of a contract by negotiation.
In the event that the two
parties to the dispute fail to reach an agreement, the dispute shall be
referred to an economic arbitration body of Vietnam or any other arbitration or
judicial body agreed upon in the contract.
Chapter III
APPROVAL OF TECHNOLOGY TRANSFER CONTRACTS
Article 13
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Article 14
In order that the contract may
be approved, the following documents shall be submitted to the appropriate State body of Vietnam.
1. An application for approval.
2. The contract of technology
transfer and its annexes.
3. A statement justifying the
objectives and feasibility of the technology to be transferred.
4. Information concerning the
legal status of the two parties.
The contract and enclosed
documents shall be in both Vietnamese and a widely used foreign language agreed
upon by the two parties. The Vietnamese and the foreign language versions shall
be equally valid.
Article 15
The State body shall notify its
approval of the contract within three months of receiving the application and
enclosed documents referred to in article 14 of this Ordinance. The approval
shall be given in the form of a technology transfer certificate.
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Where any false information is
discovered in the application made by either or both of the parties, the
technology transfer certificate may be withdrawn, in which case the contract
shall automatically become invalid.
Article 17
The parties may agree to amend,
add to, terminate or extend the duration of the contract. These changes shall
come into effect upon their approval by the authorized State body.
Article 18
The Council of Ministers shall
issue regulations concerning the delegation to a specific State body of the
task of approving technology transfer contracts.
Chapter IV
RIGHTS AND OBLIGATIONS OF THE PARTIES TO TECHNOLOGY TRANSFER CONTRACTS
Article 19
The Government of the Socialist
Republic of Vietnam shall announce policies and implement measures necessary
for encouraging technology transfers and for granting privileges in cases of
priority.
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Taxes shall be imposed in
relation to technology transfers in accordance with the taxation regulations in
force in Vietnam at the time.
Article 21
A transferor or transferee of
technology may transfer abroad any payment received, in the form of currency or
in kind, as agreed upon by the two parties to the contract.
Article 22
A transferor or transferee of
technology may, in its application to the authorized State body for approval of
the contract, also apply for incentives or privileges.The appropriate State
body shall, within two months of receiving the application, accept or reject
such request for incentives privileges.
Chapter V
FINAL PROVISIONS
Article 23
The Government of the Socialist
Republic of Vietnam shall, pursuant to the provisions of this Ordinance, issue
regulations to facilitate the transfer of technology into Vietnam by overseas
Vietnamese, as their contribution to national development.
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FOR THE STATE COUNCIL OF THE SOCIALIST
REPUBLIC OF VIETNAM
PRESIDENT
Vo Chi Cong.