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Starting a BusinessSunday, 03/20/2005, 06:45

Business Co-operation Contract

Pursuant to the Law on Foreign Investment in Vietnam and other relevant legal instruments, the parties mentioned hereinafter wish to carry out investment activities in the Socialist Republic of Vietnam in the form of a business co-operation contracts as outlined in the contents and scope of this business co-operation contract.
Business Co-operation Contract

 

Business Co-operation Contract

 

BUSINESS CO-OPERATION CONTRACT

Pursuant to the Law on Foreign Investment in Vietnam and other relevant legal instruments, the parties mentioned hereinafter wish to carry out investment activities in the Socialist Republic of Vietnam in the form of a business co-operation contracts as outlined in the contents and scope of this business co-operation contract.

A. Vietnamese party(ies):

1. Company name:
2. Authorized representative:
Title:
3. Head office:
Telephone: .....................................................................Fax:..................
4. Main business lines
5. Certificate of incorporation No:
Registered at: .................................................................Date:.................

B. Foreign party(ies):

1. Name of company or individual:
2. Authorized representative:
Title:
Nationality:
Permanent address:
3. Head office:
Telephone:.........................................................................Fax:...................
4. Main business lines:
5. Certificate of incorporation No:
Registered at: ...................................................................Date:....................

(Note : If either contracting party comprises more than one member, then each member shall provide all above details. Each party needs to appoint its own authorized representative.)

Hereby agree to sign this Business Co-operation Contract with the following terms and conditions:

Article 1:

Objectives of business co-operation on the basis of a contract: (State in detail a clear description of the proposed content and scope of business co-operation)

Article 2:

1.      Location

2.      Production capacity: goods/services in the stabilized production year

    • Split into main and auxiliary products (if necessary)

3. Product(s) of this business co � operation contract shall be marketed as follows:

    • Vietnamese market:.�..% of products
    • Foreign market:......��% of products

4.      Operating office (if any)

Address:

Telephone:................................................... Fax:.......................

Article 3:

Responsibilities of business co-operation parties to contribute capital for the implementation of the contracts:

a.       Then Vietnamese party(ies) shall contribute.....in the form of........(the land use right, machinery and equipment, raw materials, spare parts, components, cash, other costs....)

b.      The foreign party(ies) shall contribute........in the form of.........( machinery and equipment, , raw materials, spare parts, components, cash, other costs....)

At the time when the actual contribution is made, if the projected values shown above differ from the actual contributes values, the two parties must reach an agreement on the differences and report same to the investment license-issuing body for consideration and approval.

Where one of the parties is unable to fulfill its responsibilities as agreed, that party must inform the other party within ....days of the reasons as well as the measures to be taken to remedy the situation. The actual and legitimate losses caused by any delay or inability of one party to carry out its responsibility(ies) must be compensated for as mutually agreed; in cases of disagreement, the decision shall be made by the judicial body or arbitration organization stipulated in article 10 of this contract.

Article 4

Other duties and responsibilities of the parties in the implementation of the contract:

- Vietnamese party(ies):.........................

- Foreign party(ies):................................

(State in detail the party bearing the responsibilities for, and the time-limit for, completion of each jobs, such as organization and management of production, technical and technology control, purchase of equipment, raw materials, consumption of products, and so forth.)

Article 5

During the implementation of the contract, the parties agree on the following supervision mechanism:

(Describe in detail the mechanism whereby a co-ordination board and operating office may be established and the method of establishment, activities, authority, responsibilities, and so forth.)

Article 6

The duration of this contract is........years from the date of issuance of the investment license. Any changes to the duration of the contract must be agreed by the parties and reported to the investment license issuing-body for consideration and approval.

Any of the business co-operation parties wishing to extend the agreed duration of the contract must so inform the other party at least.......months prior to the expiry of the contract. If the parties agree to the extension of the contract, they must submit an application for consideration by the investment license- issuing body at least six months prior to the expiry of the contract.

If all conditions for termination of the contract which are stipulated in the contract cannot be implemented, the contract shall remain in effect regardless of the expiry of the contract, provided that the extended duration of the contract is approved by the investment license-issuing body.

Article 7

The schedule for implementing this contract from the date of issuance of the investment license shall be as follows:

1. Construction: from month.......to month..........

2. Equipment installation : from month........to month.........

3. Trial operation: from month........to month....

4. Official production: from month......

Article 8

1. The foreign party(ies ) must fully carry out its/their tax obligations and other financial obligation as stipulated in the investment license. (State clearly the method of paying profits tax and the profit remittance tax of the foreign party(ies): via direct payment, via the Vietnamese party(ies), and so forth).

2. The Vietnamese party (ies) shall fully carry out its/their taxation obligations and other financial obligations in accordance with the laws applicable to domestic enterprises and the provisions stipulated in the investment license.

(Note: The party responsible for paying the general taxes related to the implementation of the contract such as export duties, import duties, turnover tax....should be clearly defined.)

Article 9:

The contracting parties agree to share products and/or profits losses from the implementation of the contract as follows:

    • Vietnamese party(ies) : (State clearly each party, if necessary)

    • Foreign party(ies): (State clearly each party, if necessary)

Article 10

Any disputes among the parties related to or arising from the contract must first be resolved through negotiation and conciliation. In case of continued disagreement, the disputes shall be referred to........(clearly state name and address of court or arbitration organization).

The decision of......(name of above organization)..shall be final and binding on both parties.

Article 11

The parties may assign the value of their respective capital contributions in the contract as stipulated in article 34 of the Law on Foreign Investment

Article 12

This business co-operation contract may be terminated prior to the expiry of its duration or terminate in the following cases: (Describe in detail the cases in accordance with article 52 of the Law on Foreign Investment and relevant provisions of the Decree.

Article 13

Upon expiry of the contract, the parties agree on the liquidation of the assets relating to their rights and responsibilities in the business co-operation contract as follows: (Describe in detail the condition in respect of each party�s rights, responsibilities, assets, and so forth, in conformity with the spirit of article 52 of the Law on Foreing Investment and relevant provisions of the Decree.)

Article 14

All other terms relating to the business co-operation contract but not specifically provided for in this business co-operation contract shall be implemented by the parties in accordance with the provisions of the law of Vietnam and of the investment license.

Article 15

This business co-operation contract may be supplemented and/or amended pursuant to a written agreement between the parties and must be approved by the investment license issuing body prior to being implemented.

Article 16

This contract shall take effect from the date of issuance of the investment license.

Article 17

This contract is signed at....(location)....on......(date).......in ........originals in Vietnamese and in........(a commonly used foreign language)........Both the Vietnamese version and the......version shall be of equal validity.

FOREIGN PARTY
(Signature, title and seal)

 

VIETNAMESE PARTY
(Signature, title and seal)

 

-Where there are several parties, each party shall sign, state clearly the title of the signing representative and affix the appropriate seal, if any.

 

 

 


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