JOINT CIRCULAR No. 1438/KHKT-TC GUIDING THE IMPLEMENTATION OF DECISION No. 175-CP dated April 29, 1981 of the Council of Ministers on the signing and implementation of economic contracts in scientific research and technology deployment

CIRCULAR

JOINT CIRCULAR OF THE STATE SCIENCE AND TECHNOLOGY COUNCIL - MINISTRY OF FINANCE NO. 1438/KHKT-TC DATE November 19, 1983
GUIDELINES FOR IMPLEMENTING DECISION NO. 175-CP OF THE STATE COUNCIL ON April 29, 1981 REGARDING THE CONCLUSION AND PERFORMANCE OF ECONOMIC CONTRACTS IN SCIENTIFIC RESEARCH AND TECHNOLOGICAL APPLICATION
On April 29, 1981, the State Council issued Decision No. 175-CP on the conclusion and performance of economic contracts in scientific research and technological application.

Based on Article 4 and Article 5 of the Decision, after reaching agreement with the National Economic Arbitration Board, the State Science and Technology Council and the Ministry of Finance issue this Circular to explain, guide, and specify the procedures for concluding and performing economic contracts in scientific research and technological application.

I. OBJECTIVES, SUBJECTS, AND PRINCIPLES OF CONTRACTS

 

1. Up until now, in the field of scientific research and technological application, socialist cooperation between scientific research and technological application agencies among themselves or with state-owned economic establishments has contributed to promoting scientific and technological progress in production and daily life, utilizing existing scientific and technological potential, enhancing social cooperation and labor division, creating favorable conditions for the construction and completion of scientific and technological plans, and encouraging material incentives for scientific and technical personnel.
However, during the process of cooperation, as well as in the inspection and handling of violations and disputes between the parties to the contracts, difficulties have arisen due to the lack of legal binding, economic bases for handling disputes between the contracting parties, thus failing to establish a pattern of socialist cooperation in coordination in research.

In many cases, the parties have concluded contracts with each other according to the legal provisions of economic contracts applicable to the production sector, but from that, many difficulties have also emerged because the principles of the aforementioned economic contract system have not fully considered the special nature of scientific and technological activities.

This Circular guides and specifies the procedures for concluding and performing economic contracts in the field of scientific research and technological application between scientific research and technological application agencies (hereinafter referred to as research and application agencies) among themselves or with state-owned economic establishments to address scientific and technological issues.

2. Agencies permitted to conclude research and application contracts are:

a- Research and application institutions (institutes, universities, specialized secondary schools, centers, stations, farms, points, etc.) under Ministries, State Councils, and agencies directly subordinate to the Council of Ministers; under provinces, cities, and centrally-administered special zones.

b- State and collective economic production, business, and service establishments (associations of enterprises, enterprises, construction sites, state-owned agricultural farms, joint public-private economic establishments, handicraft cooperatives, agricultural cooperatives, and service cooperatives, etc.).

Economic contracts must be concluded directly between the relevant parties. The person signing the contract must be a representative of an entity with legal personality (the head of the agency or the head of a department within the agency authorized in writing by the head of the agency). In cases where the agency does not have full legal personality, the head of the agency may sign the contract if authorized in writing by a superior agency with legal personality. The person authorized in the document must personally sign the contract and cannot delegate another person to sign it in any form.

3. Research and application contracts are concluded to carry out the following types of activities:

a- Research and application activities include:

- Studying, designing, and testing new varieties, products, techniques, and technologies;

- Reporting on economic, social, scientific, and technological situations, resources, and natural conditions;

- Scientific reports on research topics, comprehensive reports on economic and social issues, etc.;

- Establishing standards, norms, and regulatory documents;

b- Scientific and technological service activities include:

- Guiding and organizing the implementation of the application of advanced technology in production;

- etc...

- Conducting assembly, trial operation, calibration, and repair services for experimental equipment, measuring instruments, and scientific and technological equipment;

- Analyzing test samples of materials and products;

- Compiling technical and operational guidance documents;

- Processing data;

- Preparing economic and technical justifications, project proposals, and problem-solving projects;

- Developing programs and computational services;

c- Production activities serving research and application include:

- Producing materials and equipment for research and application activities;

- etc...

- Producing experimental products that are not yet or not capable of being applied on a large scale in production.

4. These types of activities are concluded to fulfill the following tasks:

a- Tasks included in the scientific and technological plan, including key scientific and technological advancement topics at all levels.

Contracts aimed at implementing projects under key scientific and technological advancement topics must be approved by program management agencies (contracts under national-level topics must be approved by the State Science and Technology Council. The main agency responsible for key scientific and technological advancement topics can only be authorized to conclude contracts to implement part of the topic).

b- Tasks not included in the scientific and technological plan and key scientific and technological advancement programs at the ministry and national levels. These contracts shall not hinder the completion of the state plan and shall not contravene the functions and responsibilities stipulated in the organizational and operational regulations of the contracting parties.

5 ||| Based on Point 1, Article 2 of Decision No. 175-CP, the contracting parties have the right to decide on the conclusion of contracts; on the content, schedule, and implementation of programs; on payment methods and other terms, provided that such terms do not violate current legal provisions.

b- Tasks not included in the scientific and technological plan and the key science and technology program at the Ministry level and national level. These contracts shall not hinder the completion of the state plan and shall not contravene the functions and tasks stipulated in the organizational and operational charter of the contracting parties.

5. Based on Point 1, Article 2 of Decision No. 175-CP, the contracting parties have the right to decide on signing the contract; on the content and progress of implementing the program; on the payment method for the contract and other terms, provided that such terms do not violate current legal regulations.

6. In case disputes or breaches of contract arise, the parties shall handle such violations and disputes based on state legal regulations, Decision No. 175-CP of the Council of Ministers, and the provisions of this Circular.

The parties have the right to request their immediate superiors to examine and negotiate with each other to resolve the issues.

If the superiors of the contracting parties participate in resolving the issue without success, both parties have the right to appeal to the competent Economic Arbitration (hereinafter referred to as Economic Arbitration) for resolution.

 

II. PROCEDURES FOR SIGNING AND CONTENT OF THE CONTRACT

1. The parties are responsible for completing all necessary procedures before signing the contract, paying attention to the following matters:

a- The ability to cooperate between the two parties (especially the needs and capabilities to fulfill and settle the contract) of both parties having legal person status;

b- The content of the project; the portion of work planned to be contracted within the entire project;

c- The time of signing the contract.

2. The contract document must follow Model Form No. 1 attached as an appendix to this Circular.

The contract document shall be made in duplicate, each party holding one copy, which shall have equal validity. Both parties are responsible for making copies of the contract document to send to their immediate superiors for reporting and to relevant authorities for information.

3. Apart from the contents specified in Model Form No. 1 attached as an appendix to this Circular, the contracting parties may agree on additional terms suitable for the specific conditions of each project. These additional agreed terms shall only be valid if recorded in the contract document.

 

III. RESPONSIBILITIES AND LIMITATIONS OF THE CONTRACTING PARTIES AND SUPERIOR AUTHORITIES
AND AUTHORITIES AT SUPERIOR LEVELS

After signing the contract, the parties are obligated to closely cooperate and regularly monitor and assist each other to fully and strictly implement the signed terms.

1. The party assigning the contract has responsibilities and authorities:

a- To pay the advance payment to the receiving party according to the time and method stipulated in the contract.

The aforementioned advance payment must comply with the financial regulations at Point 5, Section V of this Circular.

b- To transfer materials, equipment, and information serving the implementation of the contract to the receiving party according to the commitments made in the contract.

c- To inspect the implementation of the contract.

d- During the implementation of the contract, to negotiate with the receiving party to adjust the signed contract to suit the actual situation.

2. The party receiving the contract has responsibilities and authorities:

a- To register the topic in accordance with current legal regulations.

b- To comprehensively and directly manage the implementation of the contract in accordance with the provisions of the contract.

c- Upon receipt of materials, equipment, information, and capital from the assigning party, the receiving party must manage and use them in accordance with the current state regime.

d- To report on the results of implementing the contract and to accept inspections by the assigning party regarding the fulfillment of the commitments made in the contract.

3. Depending on their scope of responsibility, state management agencies need to create favorable conditions for the parties to properly implement the contract while also paying attention to inspecting the implementation of the contract.

4. The immediate superiors of the two parties have the responsibility to coordinate with each other to resolve complaints and suggestions from subordinates, creating favorable conditions for the implementation of the contract.

5. After completing part or all of the project, the acceptance procedures must be carried out in accordance with current legal regulations. At the same time, the following procedures should be noted:

a- At least 30 days before conducting the acceptance, the receiving party must notify the assigning party of the acceptance time through an official letter, unless otherwise specified in the contract.

b- The method, location, and composition of the Acceptance Committee must comply with the provisions of the contract and not contradict current regulations on evaluating and accepting research and development projects.

Upon receiving the notification from the receiving party, if the assigning party does not raise any objections, both parties will proceed with the acceptance according to the time stated in the notification. In the event that the assigning party is absent during the acceptance, the receiving party must inform the immediate superiors of both parties to organize a second acceptance and compel the assigning party's participation.

The assigning party shall bear full responsibility for all consequences and pay all costs resulting from its absence and delay in accordance with Points 1c and 2b, Section VI of this Circular.

6. An acceptance record must be established during the acceptance process. The acceptance record must follow the spirit of Model Form No. 2 in the appendix of this Circular. In cases of violations or disputes, either party has the right to appeal to Economic Arbitration for resolution.

7. After acceptance, the receiving party must transfer the entire or part of the project to the assigning party according to the time, location, quantity, quality, type, and means of transportation specified in the contract. Reporting on the project results and submitting records must comply with current legal regulations.

8. After transferring the project, the contracting parties must proceed to liquidate materials, equipment, and other assets serving the contract in accordance with current legal regulations.

 

IV. AMENDMENT AND CANCELLATION OF THE CONTRACT

1. After signing the contract, it may be amended if one of the following situations occurs:

a- Both parties agree to amend the contract to adapt to new scientific and technical issues arising;

b- The contracting parties sign the contract due to mistakes, oversights, insufficient scientific basis, or non-compliance with certain current legal regulations. In this case, the parties shall negotiate the amendment of the contract and inform relevant authorities.

The terms of the contract amendment and supplement must be recorded in writing and attached to the original contract as a basis for inspection and acceptance of the contract.

2. Within thirty days from the date of receipt of the letter requesting the amendment of the contract, the parties must agree on the content of the new contract and sign a supplementary contract. If not, the parties have the right to agree to cancel the contract in accordance with the provisions at Point 3, Section IV below.

3. The contract may be canceled if one of the following situations occurs:

a- Disputes regarding the amendment of the contract as mentioned in Section 2 cannot be resolved. In this case, the party proposing to terminate the contract must notify the other party in writing at least 15 days before ceasing to perform the contract.

b- Both parties agree to terminate the contract.

c- Natural disasters, enemy attacks, or unforeseen accidents that cannot be overcome occur, making it impossible to fulfill the contract. In such cases, the receiving party must notify the delivering party in writing within seven days after the accident occurs. Within fifteen days from the date of receipt of the notice, although the contract has been terminated, the delivering party must work together with the receiving party to take all measures to mitigate the damage caused by the accident.

d- During the performance of the contract, the direct superior authority of both parties may decide to terminate the contract for the following reasons:

- The signed contract may harm other national economic sectors; or

- The signed contract is unfeasible or cannot be implemented.

In this case, the superior authority must notify the signing parties in writing at least sixty days before terminating the contract.

If they disagree with the termination of the contract, within thirty days from the date of receipt of the termination notice, both parties must report to the superior authority and request assistance from relevant authorities to resolve the issue.

e- If one of the parties breaches the commitments stipulated in the contract, making its implementation impossible, despite having been officially notified in writing at least once, the party proposing to terminate the contract must notify the breaching party in writing about their intention to terminate the contract.

After thirty days from the date of sending the notification, if the breaching party does not respond, the proposing party has the right to unilaterally terminate the contract.

 

V. FINANCIAL MATTERS, PRICES AND CONTRACT PAYMENTS

Based on Point 3, Article 2 of Decision No. 175-CP, the guidance on prices and contract payments is as follows:

1. The total estimated budget value of the research and development project includes the estimated cost of the project plus a fixed profit margin.

2. The cost of the project must include expenses for materials, energy, depreciation, labor costs, and other related expenses necessary for the implementation of the contract, ensuring full and reasonable compensation for scientific and technical labor of staff implementing the contract.

The receiving party is responsible for establishing the estimated cost of the project in accordance with current legal regulations.

3. The fixed profit margin referred to in Point 1 above is temporarily defined as follows:

a- For projects where direct economic benefits cannot be calculated or for projects implementing political tasks that require state subsidies or loss compensation, the average fixed profit margin is 10% of the estimated cost of the project.

b- For projects applying advanced technology to production and daily life, generating specific economic and social benefits that can be quantified in monetary terms, the fixed profit margin is calculated according to the table below:

c- If the receiving party fully implements the provisions of the contract, the project achieves good quality, is transferred on time, and is confirmed by the Acceptance Committee, both parties may agree to increase the fixed profit margin up to 1.5 times the aforementioned level.

d- If there are measures to increase labor productivity, apply optimal solutions and improvement initiatives, rationalization proposals, or cost-saving measures that reduce actual costs below the estimated cost of the project while still fulfilling all contractual obligations, the receiving party may consider the difference between the estimated cost and the actual cost as profit and use this amount according to the provisions in Point 7 below.

4. Prices used to establish the project budget.

a- For materials, equipment, raw materials, fuels, and labor with quotas and state-guided prices, and the delivering party ensures supply to the receiving party according to the quota and state-guided price, both parties will budget and settle the project according to the quota and state-guided price.

b- For materials, equipment, raw materials without quotas and the delivering party is unable to supply to the receiving party according to the quota and state-guided price, both parties may budget the project cost based on agreed prices, and simultaneously report to the competent authority for approval of the price.

If beyond the preparation period for the contract, the competent authority does not issue official quotas and prices for implementing the contract, both parties have the right to proceed and settle the project based on agreed prices and actual usage.

c- The price at the time of signing the contract serves as the basis for payment unless the contract specifies price adjustments over time.

5. The advance payment specified in Point 1a, Section III of this Circular is determined according to the following principles:

a- For the receiving party that has not yet implemented economic accounting, the delivering party may make an initial advance payment of up to 30% of the total project budget value. During the implementation process, depending on the progress achieved, both parties may agree to additional advance payments, but the total advance payment during the contract period shall not exceed 80% of the total project budget value.

b- Units receiving contracts that have implemented economic accounting systems, and have received working capital and credit funds, may use working capital and credit funds to implement the contract. Both parties will settle accounts when completing parts or the entire project.

6. Funds for implementing the contract may be sourced from the following:

a- Funds for scientific research and technological investigation activities;

b- Self-owned funds of the base unit used for the implementation of research results and the application of advanced technology (science and technology development fund or production promotion fund);

c- Other sources of funds permitted by current legal regulations.

7. After the project has been inspected, transferred, settled partially or entirely, and the contract has been terminated according to Articles 5, 6, 7, and 8, Section III of this Circular, the profits specified in Point 3 (including points c and d) shall be distributed as follows:

a- Allocate 20% to the State Budget.

b- Allocate 30% to supplement the scientific and technological development fund of the entity.

c- Allocate 30% to supplement the incentive fund of the entity.

d- Allocate 20% to supplement the collective welfare fund of the entity. The use of these funds must comply with current legal regulations applicable to research and development institutions.

 

VI. SETTLEMENT OF DISPUTES AND CONTRACT VIOLATIONS
AND VIOLATIONS

Based on Article 3 of Decision No. 175-CP, the settlement of disputes and contract violations is hereby guided as follows:

1. A party violating the provisions regarding material supply procedures, equipment, information; the performance of inspection, contract termination, transfer of project results, and other payment procedures, as well as unilaterally modifying or terminating the contract outside the cases stipulated in Points 1a, 1b, and 3a, 3b, 3c, 3d, Section IV of this Circular, without causing material damage, shall not be required to compensate but only pay a fine to the State Budget.

The amount of this fine shall be deducted from the incentive fund or the collective welfare fund of the violating party and determined as follows:

a- For cases of violation concerning quantity, quality, type, and means of material supply, equipment, and information without causing material damage, the aforementioned amount shall be equal to 2% of the total budgeted value of the project.

b- For cases of violation concerning the time of material supply, equipment, and information, as well as the time of responding to notifications, without causing material damage, the aforementioned amount shall be as follows:

- 2% of the total budgeted value of the project if the violation period is less than 30 days;

- From the second month onwards, an additional 1% per month, but the total fine amount shall not exceed 30% of the total budgeted value of the project.

c- For cases of violation concerning the procedures for inspection, transfer of the project, and contract termination without causing material damage, the aforementioned amount shall be equal to 3% of the total budgeted value of the project.

d- For cases of violation concerning the procedures and time of payment for the project without causing material damage, the aforementioned amount shall be equal to 2% of the delayed payment amount.

2. If one of the parties violates the contract provisions and causes material damage (including the case stipulated in Point 3e, Section IV of this Circular), they must pay a contract violation fine to the State Budget according to the provisions of Point 1 above, while being compelled to compensate the damaged party an amount corresponding to the actual material damage, unless the contract specifies other forms of compensation. This amount shall be deducted from the incentive fund and the collective welfare fund of the entity. If the total compensation amount is too large, or if the two funds mentioned above are insufficient, it may be deducted from the scientific and technological development fund (for research and development entities) or the production encouragement fund (for production and business entities).

The method of determining the compensation amount shall be decided by mutual agreement between the two parties based on the records of material and equipment delivery and information exchange.

Inspection, acceptance, transfer, and asset liquidation records after contract completion, compared with the provisions in the contract, and based on current legal documents. The principle of compensation is determined as follows:

a- In cases of violation concerning quantity, quality, and type stipulated in the contract, the violator must use the compensation amount to rectify the consequences until the correct quantity, quality, and type as stipulated are delivered.

b- In cases of violation concerning time, location, inspection, asset liquidation, and project payment, or other commitments where the consequences cannot be remedied by using the compensation amount to re-implement the contract provisions, the violator must use the compensation amount to mitigate the consequences within certain limits, striving to minimize losses as much as possible according to the requirements of the damaged party.

3. In cases of contract modification and cancellation stipulated in Points 1a, 1b, 3a, 3b, 3c, 3d, Section IV of this Circular, the two parties do not need to pay a violation fine and agree to settle any resulting damages based on actual expenses.

4. In case of disagreement or disputes arising, the superior authority of both parties shall discuss and guide the lower level to handle the violation.

If the superior authority has participated in resolving the issue without success, the contracting parties have the right to directly appeal to the Economic Arbitration for resolution.

 

VII. IMPLEMENTATION PROVISIONS

1. This Circular takes effect from the date of signature.

2. All guiding provisions for implementing Decision No. 175-CP by sectors, localities, and entities must comply with the spirit of this Circular.

ATTACHMENT 1

ANNEX

CONTRACT DOCUMENT

Province (City)...Date...Month...Year...

Based on Order No....Date...Month...Year...of the delivering party;

Based on Reply Letter No....Date...Month...Year...of the receiving party;

On the basis of discussion and negotiation between the two parties,

The delivering party is: (name of entity)...

Address...Bank Account Number...Bank...

The delivering party is represented by Mr./Ms....Position... (or authorized by Power of Attorney No....Date...Month...Year...attached to the contract).

The receiving party is: (name of entity)...

Address...Bank Account Number...Bank...

The receiving party is represented by Mr./Ms....Position... (or authorized by Power of Attorney No....Date...Month...Year...attached to the contract).

Both parties agree to sign.

CONTRACT

Article 1. The receiving party commits to implement the following research project (or deployment; scientific and technological service; production serving scientific and technological activities): (1)

(Title, code number, summary content, and component topics, if any)...

Article 2. The receiving party commits to implement the project in accordance with the content, time, location, quantity, and quality stipulated in the outline No....Date...Month...Year...agreed upon by both parties.

The outline attached to the contract is a basic clause of the contract.

Submitted on Date...Month...Year...and notified to the delivering party before Date...Month...Year...

Article 3. The implementation of the project will be divided into...stages as follows:

Stage 1 shall be completed before the date... month... year... and notified to the transferring party before the date... month... year...

Stage 2...

Stage 3...

Article 4:.The parties agree to inspect the contract performance at the following times:

The first time not later than the date... month... year... (or upon completion of stage... as stipulated in Article 3).

The second time...

The nth time...

Article 5. The transferring party commits to providing the receiving party with initial information (design drawings, original documents, statistical data, etc.) and sample materials (product samples, raw material samples, technology samples, etc.) along with the outline specified in Article 2 before the date... month... year... according to the following list:

 

 

Article 6. The transferring party commits to transferring the listed materials and equipment to the receiving party for the purpose of fulfilling the contract:

 

 

Article 7. The transferring party commits to prepaying the receiving party an amount equal to 80% of the total estimated budget value of the project, i.e.,... x 1000 VND. The advance payment will be transferred in... installments according to the schedule below:

The first installment is... x 1000 VND (not exceeding 30% of the total estimated budget value), on the date... month... year...

The second installment is... x 1000 VND on the date... month... year...

The nth installment is...

Article 8. The total estimated budget value of the project is determined by the sum of the two amounts below:

1. The provisional estimated cost of the project agreed upon is... x 1000 VND.

The unit price attached to the contract is a fundamental term of the contract.

Not later than... days after transferring the project, both parties will settle the actual cost of the project according to the agreed unit price.

Any outstanding amount will be paid by the transferring party to the receiving party not later than... days after settling the project.

Any surplus amount must be returned by the receiving party to the transferring party not later than... days after settling the project.

2. The amount of fixed profit is... x 1000 VND which will be transferred by the transferring party to the receiving party not later than... days after the receiving party transfers the entire project.

Article 9. After completing each part and the entire project as stipulated in Article 3 of the contract, both parties must inspect each part and the entire project in accordance with current legal regulations. The acceptance and handover record signed by the Inspection Committee will be handed over to the transferring party together with the project results.

Article 10. The Inspection Committee consists of... members from the transferring agency,... members from the receiving agency, and... invited members from other agencies...

The operation mode of the Inspection Committee is based on current legal documents.

Article 11. In case the Inspection Committee decides that additional work or improvements to the project are necessary, the costs will be borne by the transferring party...% included in the project cost and by the receiving party...% (2).

Article 12. Costs for contract inspection (including material and equipment testing costs, quality inspection costs, measurement costs, and Inspection Committee activity costs, etc.) are included in the project cost. (3)

Article 13. After inspecting the project, the receiving party must transfer all project results to the transferring party on the date... month... year... in the province (city)... using the means... (ship, vehicle, postal service, direct handover, etc...).

Transportation costs are included in the project cost.

Article 14. Both parties agree that the contract termination period shall not exceed... days after transferring the entire project result. The place of contract termination is the province (city)...

Article 15. Both parties commit to the following usage forms for the project results: (4)

1. Party... is the exclusive owner of the project results (rights to publish, print, copy, or intellectual property rights such as patents, inventions, or know-how if any...).

2. The transferring party owns...% and the receiving party owns...% of the profits generated by the project within... years.

After this period, full ownership belongs to the party...

Prior to transferring the project, both parties commit to maintaining confidentiality regarding the project. The level of confidentiality for this project is... (secret, top secret, absolute secret, or no need for confidentiality).

Article 16. Any party violating the contract or causing material damage must pay penalties and compensation according to current legal regulations.

Additionally, both parties commit to the following additional measures for handling contract violations:...

Article 17. If the receiving party completes the project ahead of the committed timeframe by... days (or exceeds the quality standard specified in the contract outline, consistent with the agreement on exceeding quality standards attached to the contract) and confirmed by the Inspection Committee, the transferring party voluntarily increases the fixed profit amount of the project by...%, i.e.,... x 1000 VND.

Article 18. This contract takes effect from the date of signing. The contract is made in two identical copies, each party retains one copy and is duplicated into... copies sent to relevant authorities. (5)

 

ANNEX

ACCEPTANCE RECORD OF THE CONTRACT

1. Name of the transferring agency Name of the receiving agency

- Name of representative of each party, position

2. Inspection Committee:

- List of members representing which agency

3- Name of research and development project:

- Original contract number... signed at... on the date... month... year...

- Name of scientific and technical outline... number... signed at...

- Names of accompanying scientific and technical documents

4- List of accepted results:

 

5. Disputed items:

- Content of the dispute.

- Voting conclusion

6. Conclusion of the Inspection Committee:

- On the inspected project.

- On parts requiring rectification, repair, or re-execution.

- On compensation.

- On disputes referred to the Economic Arbitration for resolution.

REPRESENTATIVE OF THE TRANSFERRING PARTY REPRESENTATIVE OF THE RECEIVING PARTY

(Signature and stamp)

Signatures of Inspection Committee members.

Acceptance location... on the date... month... year...

NOTE TO THE CONTRACT APPENDIX

(1) Strike out types of projects not covered by this contract.

(2) If the parties have not agreed on Article 11 at the time of signing the contract, strike it out. Instead, the parties agree to meet to calculate and settle the unforeseen costs.

(3) If deemed necessary, the parties may agree that: "The temporary contract inspection cost shall not exceed... VND. If deemed necessary, the parties will negotiate to increase this cost."

(4) In the time of signing the contract, if the two parties have not agreed on Article 15, they may commit to the following: "At the latest ..., days after transferring the results of the work, the two parties must:

- Depending on the specific circumstances, the two parties shall choose one of the two exclusive ownership or partial ownership options and strike out the remaining option.

- If deemed necessary, the two parties may agree on another usage method permitted by current legal documents and must record it in the contract."

(5) Before committing to Article 18, if deemed necessary, the two parties have the right to agree on additional terms within the scope allowed by law and must record them in the contract.