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In the context of increasingly globalized development, technology transfer has become an integral part of business activities, particularly for developing countries like Vietnam. Technology transfer contracts not only provide local enterprises with opportunities to access and apply advanced technologies but also serve as crucial mechanisms to enhance cooperation and economic development.
However, the establishment and enforcement of legal frameworks concerning technology transfer in Vietnam still face numerous challenges and shortcomings. This article will delve into the legal aspects of technology transfer contracts in Vietnam as regulated by the Technology Transfer Law of 2017.
Negotiation and Implementation of Technology Transfer Contracts
The negotiation of technology transfer contracts must be documented in writing or in other forms deemed as written transactions according to the provisions of the Civil Code of 2015. The contract document must be signed and sealed (if any) by the parties; signatures and seals must be affixed on each page of the contract and its appendices.
The language used in the technology transfer contract is agreed upon by the parties.
Technology transfer contracts are negotiated and implemented in accordance with the provisions of the Technology Transfer Law of 2017, the Civil Code, the Commercial Law, the Intellectual Property Law, the Competition Law, and other relevant legal regulations.
Content of Technology Transfer Contracts
The content of technology transfer contracts includes:
- Name of the transferred technology.
- Object of the transferred technology, products resulting from the technology, standards, product quality.
- Transfer of ownership rights, transfer of technology usage rights.
- Methods of technology transfer.
- Rights and obligations of the parties.
- Price, payment methods.
- Term, effective date of the contract.
- Definitions, terms used in the contract (if any).
- Technology transfer plan, schedule, location of technology transfer implementation.
- Warranty responsibility for the transferred technology.
- Penalties for contract violations.
- Liability for breach of contract.
- Dispute resolution authority.
- Other agreed-upon contents by the parties.
Term of Implementation and Effective Date of Technology Transfer Contracts
The implementation term of technology transfer contracts is agreed upon by the parties.
The effective date of the technology transfer contract is agreed upon by the parties; in cases where the parties do not agree on the effective date of the contract, the effective date is the date of signing, except as provided in Article 3, Clause 24 of the Technology Transfer Law of 2017.
Technology transfer contracts that restrict transfer become effective from the date of issuance of the technology transfer license.
Technology transfer contracts falling under the registration requirements as stipulated in Clause 1 and Clause 2, Article 31 of the Technology Transfer Law of 2017 take effect from the date of issuance of the certificate of technology transfer registration. In cases of extension, modification, supplementation, the extended, modified, or supplemented contract takes effect from the date the competent state authority issues the certificate of extension, modification, or supplementation of the technology transfer registration.
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