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MINISTRY
OF SCIENCE AND TECHNOLOGY
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THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No.
05/2014/TT-BKHCN
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Hanoi,
April 10, 2014
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CIRCULAR
ON PROMULGATION OF “CONTRACT FORM FOR SCIENTIFIC RESEARCH
AND TECHNOLOGY DEVELOPMENT”
Pursuant to the Law on Science
and Technology dated June 18, 2013;
Pursuant to Government's Decree
No. 20/2013/ND-CP dated February 26, 2013 on functions, tasks, powers and
organizational structure of the Ministry of Science and Technology;
At the request of the Director
of the Legal Department;
The Minister of Science and
Technology promulgates the “Contract Form for Scientific Research and
Technology Development”.
Article 1.
Issue together with this Circular the Contract Form
for Scientific Research and Technology Development (hereinafter referred to as
the Contract) and Contract Liquidation Agreement.
Article 2.
This Circular applies to scientific and technological
tasks using state budget at national, ministerial, and provincial levels.
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As for scientific and technological
tasks that use the state budget at the grassroots level and scientific and
technological tasks that do not use the state budget, the parties to the
Contract can refer to and use the contents specified in the Contract form
issued with this Circular to draft a contract to perform scientific and
technological tasks under their management.
Article 3.
This Circular comes into force as of May 26, 2014.
Article 4.
Director of the Legal Department, heads of units
affiliated to the Ministry and heads of relevant agencies and organizations
shall implement this Circular.
Difficulties that arise during the
implementation of this Circular should be reported to the Ministry of Science
and Technology for consideration./.
MINISTER
Nguyen Quan
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(Issued
together with Circular No. 05/2014/TT-BKHCN dated April 10, 2014 of the
Minister of Science and Technology)
THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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[Location]……………,
[date]…………………..
CONTRACT
FOR 1………………..
No.
..……………….
Pursuant to the Civil Code dated
June 14, 2005;
Pursuant to the Law on Science and
Technology dated June 18, 2013;
Pursuant to Circular No.
05/2014/TT-BKHCN dated April 10, 2014 of the Minister of Science and Technology
on promulgation of the “Contract form for scientific research and technology
development”;
Pursuant to ……..(insert the
Decisions on approval for, assignment and implementation of scientific research
and technology development tasks)
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1. Commissioning party (Party
A): (Insert the name of the organization with authority to sign the
Contract as prescribed in Clause 2, Article 27 of the Law on Science and
Technology).
- Represented by
Mr./Mrs.................................................
................................................
- Position:…………………………………………
- Address:
.....................................................................................................................
- Phone number:
…………………………………………………Email: ................................
2. Executing party (Party B):
(Insert the name of the organization in charge of executing Research/Scheme/Project/Experimental Project):
- Represented by Mr./Mrs:
................................................................................................
- Position:…………………………………………
- Address:
.....................................................................................................................
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- Account number:
............................................................................................................
- At:
.......................................................................................................................
hereby mutually agree to sign
Contract for… 2
(hereinafter referred to as Contract) with the following terms:
Article 1. Commissioning and
executing Research/Scheme/Project/Experimental Project.
Article 1. Party A orders and Party
B agrees to execute Research/Scheme/Project/Experimental Project “…”3 based on the Proposal
for Research/Scheme/Project/Experimental Project which has been approved by the
competent authority (hereinafter referred to as Proposal).
Proposal is an integral part of the
Contract.
Article 2. Contract duration
Duration of the
Research/Scheme/Project/Experimental Project is ……… months, from [month]
……….year 20 ……..to [month]…... year 20 …….
Article 3. Budget for executing
Research/Scheme/Project/Experimental Project
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2. Total budget for executing
Research/Scheme/Project/Experimental Project is ……… (in words……… ), in which:
- Budget from the state
budget:……………. (in words …).
+ Fixed budget: ……………. (in words
…).
+ Non-fixed budget: ……………. (in
words …).- 5 …………….
(in words …).6.
3. Budget disbursement schedule: is
specified in the Proposal in accordance with legal regulations.
Article 4. Rights and
obligations of the Parties
1. Rights and obligations of
Party A
a) Provide necessary information
for the initiation and execution of the Contract;
b) Disburse a fund from the state
budget to Party B as specified in Clause 2, Article 3 of this Contract
according to the budget disbursement schedule, corresponding to the approved
research contents;
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d) Prior to each budget
disbursement, according to the Party B’s progress report of the
Research/Scheme/Project/Experimental Project, Party A will, based on the
completed products and workload compared to the Proposal to disburse additional
budget for execution of the Contract. Party A is entitled to change the
disbursement schedule or stop disbursing funds if Party B fails to complete the
work on time and to the required specifications;
dd) Undertake periodic or surprise
inspection to assess Party B’s progress on the Research/Scheme/Project/Experimental
Project compared to the Proposal;
e) Promptly review and resolve the
request of Party B to modify the content, budget, and other issues related to
the Research/Scheme/Project/Experimental Project within their scope of
authority or seeking resolution from the competent authority;
g) Conduct an evaluation and
acceptance of the execution results of the Party B's
Research/Scheme/Project/Experimental Project according to the requirements and
targets in the Proposal;
h) Liquidate the Contract with
Party B as per applicable legal regulations;
i) Coordinate with Party B to
handle assets purchased with the state budget or created from research results
of the Research/Scheme/Project/Experimental Project using the state budget (if
any) in accordance with legal regulations;
k) Receive and hand over the
execution results of the Research/Scheme/Project/Experimental Project to the
organization that proposes the commissioning or the organization that rolls out
the application thereof after acceptance;
l) Provide guidelines for payment
of remuneration to the author if there is a profit earned from applying the
results of the Research/Scheme/Project/Experimental Project and informing the
author of the handover of the execution results of the
Research/Scheme/Project/Experimental Project (if any);
m) Authorize Party B to register
for intellectual property protection for the execution results of the
Research/Scheme/Project/Experimental Project (if any) as per applicable legal
regulations;
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2. Rights and obligations of
Party B
a) Fulfill all the research tasks
of the Research/Scheme/Project/Experimental Project to meet requirements
pertaining to quality, progress, and targets specified in the Proposal;
b) Commit to develop and deliver
the final product that fully meets the approved criteria;
c) Obtain the autonomy to use the
fixed budget to execute the Research/Scheme/Project/Experimental Project;
d) Request Party A to provide
necessary information for the initiation and execution of the Contract;
dd) Propose adjustments to the
contents, budget, and duration of Contract where necessary;
e) Request Party A to provide
adequate budget according to the schedule specified in the Contract when fully
completing the tasks as specified in the committed schedule. Mobilize enough
other funding sources as committed. Use the budget for the intended
purposes, in accordance with the applicable regulations, and effectively;
g) Develop a plan for bidding,
procurement of machinery, equipment, materials, and services of the
Research/Scheme/Project/Experimental Project with the budget allocated by Party
A (If any) and then send it to Party A for approval and carry out procurement
in accordance with legal regulations;
h) Comply with legal regulations
during the execution of the Contract. Enable and provide adequate information
for managing authorities supervising and inspecting the
Research/Scheme/Project/Experimental Project in accordance with legal
regulations;
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k) Manage assets purchased with the
state budget or created from research results of the
Research/Scheme/Project/Experimental Project using the state budget (if yes)
until there is a decision to deal with those assets by a competent authority;
l) Liquidate the Contract with
Party A as per applicable legal regulations;
m) Register intellectual property
protection as authorized by Party A for the research results (if any);
n) Register and submit the
execution results of the Research/Scheme/Project/Experimental Project to the
scientific and technological information agency and to science and technology
information centers as per the law;
o) Announce the execution results
of the Research/Scheme/Project/Experimental Project after receiving Party A's
permission;
p) Act as the lead of the
Research/Scheme/Project/Experimental Project together with individuals who
directly create the results of scientific research and technological
development, and be named as the author in the Research/Scheme/Project/Experimental
Project, and enjoy the copyright, including benefits gained (if any) from
commercial production of the results of Research/Scheme/Project/Experimental
Project according to legal regulations and other agreements (if any);
q) Directly apply or join the
initiation to apply the scientific research and technological development
results at the request of Party A or an organization/individual assigned by
Party A to own and use the execution results of the
Research/Scheme/Project/Experimental Project;
r) Secure the execution results of
the Research/Scheme/Project/Experimental Project according to regulations on
protecting state secrets;
s) Perform other rights and
obligations in accordance with the Law on Science and Technology and related
documents.
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This Contract terminates in the
following cases:
1. The
Research/Scheme/Project/Experimental Project has ended and been accepted.
2. There are grounds to confirm
that the execution or continued execution of the
Research/Scheme/Project/Experimental Project is unnecessary, and both parties
agree to terminate the Contract ahead of time.
3. Party B is suspended from
executing the Research/Scheme/Project/Experimental Project according to the
decision of a competent authority.
4. Party B fails to submit
documents for evaluation and acceptance of the
Research/Scheme/Project/Experimental Project according to legal regulations.
5. Party A commits one of the
following breaches, rendering the Research/Scheme/Project/Experimental Project
unable to proceed further:
a) Failure to provide adequate
budget according to the progress of the Research/Scheme/Project/Experimental
Project without a legitimate reason;
b) Failure to promptly resolve
Party B's proposals in accordance with legal regulations.
Article 6. Financial settlement
upon termination of the Contract
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a) If this Research/Scheme/Project/Experimental
Project has ended and been accepted as “Passed” or higher, Party A shall
disburse full budget to Party B as specified in the Contract.
b) If this
Research/Scheme/Project/Experimental Project has ended and been accepted as
“Failed”, Party B shall reimburse the amount of budget that has been disbursed
but not yet used. Party B reimburses …7 in total state
budget used for the Research/Scheme/Project/Experimental Project in case of
objective mistake, or … 8 in total state budget used for the
Research/Scheme/Project/Experimental Project in case of subjective mistake.
2. As for a
Research/Scheme/Project/Experimental Project that has ended as their further
execution deems unnecessary:
a) If the Research/Scheme/Project/Experimental
Project has ended as their further execution deems unnecessary, the two Parties
shall jointly determine the amount of work Party B has performed to as a basis
for payment of the funds used by Party B to execute the Research/Scheme/Project/Experimental
Project and recover the remaining budget allocated to Party B.
b) In case the two Parties agree to
sign a new Contract to replace the old one and the research results of the old
Contract is an integral part of the research results of the new Contract, the
amount of budget allocated to the old Contract shall be included in the budget
for the new Contract, and they may proceed the new Contract.
3. If a
Research/Scheme/Project/Experimental Project is suspended under a decision of a
competent authority or the Contract is terminated because Party B fails to
submit documents for evaluation and acceptance of the
Research/Scheme/Project/Experimental Project in accordance with law, Party B is
responsible for reimbursing all state budget funds that have been allocated but
have not been used. Party B shall reimburse …9 in total state
budget used for the Research/Scheme/Project/Experimental Project in case of
objective mistake, or … 10 in total state budget used for the
Research/Scheme/Project/Experimental Project in case of subjective mistake.
4. If an incomplete
Research/Scheme/Project/Experimental Project due to Party A's fault leads to
the termination of the Contract, Party B does not have to reimburse the budget
used for their execution, but still must prepare the final statement of budget
in accordance with legal regulations.
Article 7. Asset handling upon
termination of the Contract 11
1. Upon termination of the
Contract, the handling of assets purchased or formed with state budget
allocated to the Research/Scheme/Project/Experimental Project shall be carried
out in accordance with the law.
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Article 8. General provisions
1. During the execution of the
Contract, if either Party requests to amend the Contract or has grounds to
terminate the execution of the Contract, they must notify the other party at
least 15 working days before the amendment or termination, and identify the
responsibilities of each party and actions to be taken. Amendments (if any)
must be made in writing with signatures of the Parties and are considered as an
integral part of the Contract and are the basis for acceptance of the results
of the Research/Scheme/Project/Experimental Project.
2. When either Party encounters a
force majeure event that leads to the inability or delay in performing the
obligations agreed upon in the Contract, they are responsible for notifying the
other Party within 10 working days from the date of occurrence. Both
Parties are responsible for jointly determining the cause and reporting to the
competent authority for resolution in accordance with legal regulations.
3. Both Parties commit to strictly
abide by the Contract and are responsible for cooperating in resolving problems
that arise during execution. The Party that breaches the commitments in the
Contract shall be held accountable as per the law.
4. Any disputes arising during the
execution of the Contract shall be resolved by the Parties through negotiation
and mediation.
When mediation fails, either Party
has the right to refer the dispute to arbitration for resolution (or file a
lawsuit with a competent Court according to the civil procedure law)12;
Article 9. Effect of the
Contract
This Contract takes effect from
……….. This Contract is made into .... copies and has equal value, each
Party keeps .... copies./.
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PARTY
B
(Executing party)
(Signature, full name, and seal – if any)
FORM OF CONTRACT LIQUIDATION AGREEMENT
(Issued
together with Circular No. 05/2014/TT-BKHCN dated April 10, 2014 of the
Minister of Science and Technology)
THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------
[Location]……………,
[date]…………………..
CONTRACT LIQUIDATION AGREEMENT FOR 1
No.
……………….
Pursuant to the Civil Code dated
June 14, 2005;
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Pursuant to Circular No.
05/2014/TT-BKHCN dated April 10, 2014 of the Minister of Science and Technology
on promulgation of the “Contract form for scientific research and technology
development”;
Pursuant to ……. (insert
documents on evaluation and acceptance of this scientific and technological
task)
Pursuant to Contract 2 …………..No.……….. dated
……………………..
WE ARE:
1. Commissioning party (Party
A): (Insert the name of the organization with authority to sign the
Contract as prescribed in Clause 2, Article 27 of the Law on Science and
Technology).
- Represented by Mr./Mrs.................................................
................................................................
................
- Position:…………………………………………
- Address:
....................................................................................................................
- Phone number:……………………………… Email:
.......................................................
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- Represented by Mr./Mrs:
...............................................................................................
- Position:…………………………………………
- Address:
....................................................................................................................
- Phone number: …………………………… Email:
........................................................
- Account number: ...........................................................................................................
- At:
..........................................................................................................................
hereby mutually agree to deliver the
results and liquidate Contract ……3
No. …..dated …… (hereinafter referred to as Contract) with the following terms:
Article 1. Confirmation of
execution results of Research/Scheme/Project/Experimental Project
For complete Research/Scheme/Project/Experimental
Project
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Duration of the
Research/Scheme/Project/Experimental Project is ……… months, from [month]
……….year 200 ……..to [month]…... year 200 …….
2. Party A has organized the evaluation
and acceptance of the execution results of the Project/Scheme/Project/Test
Production Project dated....month…..year 20…. (Attached: a copy of the
evaluation and acceptance record and the decision of the competent authority on
recognition of the evaluation and acceptance results).
3. Party B has registered and
submitted the execution results of the Research/Scheme/Project/Experimental
Project to the scientific and technological information agency and to science
and technology information centers as per the law. (Attached: a copy of the
confirmation of registration and submission).
4. Party B has transferred to Party
A the documents and reports stated in the Proposal of the
Research/Scheme/Project/Experimental Project and the Appendices attached to Contract
No.... (Attached: a relevant list).
5. Party A assigned Party B to keep
other results of the Research/Scheme/Project/Experimental Project (such as
investigation data, surveys, product samples,...) (Attached: a
detailed list).
For incomplete Research/Scheme/Project/Experimental
Project:
1. Party B has executed the
Research/Scheme/Project/Experimental Project“…..”, according to the Proposal of
the Research/Scheme/Project/Experimental Project approved by Party A and … (insert
other amending documents of the competent authorities - if any).
Duration of the
Research/Scheme/Project/Experimental Project is ……… months, from [month]
……….year 200 ……..to [month]…... year 200 …….
2. The
Research/Scheme/Project/Experimental Project “……” is recognized as incomplete (Attached:
Decision on termination (or suspension of) the execution of the
Research/Scheme/Project/Experimental Project or Evaluation and acceptance
record of the Research/Scheme/Project/Experimental Project as “Failed”, and
Confirmation of amount of work completed by Party B).
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Article 2. Financial settlement
of The Research/Scheme/Project/Experimental Project
For complete
Research/Scheme/Project/Experimental Project:
1. The budget disbursed from the
state budget to execute the Research/Scheme/Project/Experimental Project is:
million VND;
2. The budget proposed by Party B
and approved by Party A is: … million VND.
For incomplete
Research/Scheme/Project/Experimental Project
1. The budget Party A disbursed
from the state budget to execute the Research/Scheme/Project/Experimental
Project is: …million VND;
2. The budget used by Party B and
requested for settlement is: …million VND;
3. The budget accepted by Party A
for settlement is: …million VND;
(Attached: the Confirmation of
completed amount of work and accepted for the budget settlement by the
competent authority);
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Up to now, Party B has completely
reimbursed the above amount to the state budget (Attached: the Confirmation)
Article 3. Handling of assets of
the Research/Scheme/Project/Experimental Project (for both complete and incomplete
Research/Scheme/Project/Experimental Project)
Insert the results of handling
assets purchased with state budget allocated to the
Research/Scheme/Project/Experimental Project and the results of handling assets
created from the research results of the Research/Scheme/Project/Experimental
Project (Attached: the Decision on asset handling of the competent
authority.)
This Contract Liquidation Agreement
takes effect from the date of signing; is made into .... copies and has equal
value, each Party keeps .... copies./.
PARTY
A
(Commissioning party)
(Signature, full name, and seal)
PARTY
B
(Executing party)
(Signature, full name, and seal – if any)
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2 Type of science and technology task: Contract for
executing Scientific Scheme/Science And Technology Research/Science And
Technology Project/Experimental Project.
3 Type of science and technology task.
4 Select and insert the form of cost reimbursement
applicable to approved scientific and technological task.
5 Remove this content for a scientific and technological
task executed in the form of full cost disbursement to the final product
6 Remove this content for a scientific and technological
task not funded from other sources
7,8,9,10 The Parties determine the reimbursement amount
based on applicable legal regulations on the level of liability for incomplete
scientific and technological tasks.
11 Remove this content for a Research/Scheme/Project/Experimental
Project that has no asset purchased with funds from the state budget.
12 The Parties agree and only state in the Contract one
form of resolution: Arbitration or Court.
1 Type of science and technology task: Contract for
executing Scientific Scheme/Science And Technology Research/Science And
Technology Project/Experimental Project.
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3 Write the name of the Contract to be liquidated
4 Type of science and technology task.