Consolidated Document number 16/VBHN-BKHCN detailing and guiding the implementation of certain provisions of the Law on Technology Transfer.

MINISTRY OF SCIENCE AND TECHNOLOGY TECHNOLOGY	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
Number: 16/VBHN-BKHCN	Hanoi, on 09 the 3 Pursuant to the regulations on functions, tasks, powers, and organizational structure of the Ministry of Transport;

DECREE

REGULATIONS ON THE DETAIL AND GUIDANCE FOR IMPLEMENTATION OF CERTAIN PROVISIONS OF THE TECHNOLOGY TRANSFER LAW

Decree No. 133/2008/ND-CP dated December 31, 2008 of the Government detailing and guiding the implementation of certain provisions of the Technology Transfer Law, effective from February 2, 2009, has been amended and supplemented by:

1. Decree No. 103/2011/ND-CP dated November 15, 2011 of the Government amending and supplementing certain articles of Decree No. 133/2008/ND-CP dated December 31, 2008 of the Government detailing and guiding the implementation of certain provisions of the Technology Transfer Law, effective from January 1, 2012;

2. Decree No. 120/2014/ND-CP dated December 17, 2014 of the Government amending and supplementing certain articles of Decree No. 133/2008/ND-CP dated December 31, 2008 of the Government detailing and guiding the implementation of certain provisions of the Technology Transfer Law, effective from February 1, 2015.

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Based on the Law on Technology Transfer dated November 29, 2006;

Considering the proposal of the Minister of Science and Technology,[1]

Article 1. Scope of Regulation

This Decree details and guides the implementation of certain provisions of the Technology Transfer Law concerning technology transfer contracts, technical appraisal services, and measures to encourage and promote technology transfer.

Article 2. Establishment of Technology Transfer Contracts

1. The transfer of technology and the conclusion of technology transfer contracts shall be carried out in accordance with Article 12 and Clause 1 of Article 14 of the Technology Transfer Law and other relevant laws.

2. In cases where the transferring party transfers multiple technology objects to the receiving party, these may be included in a single contract or divided into several contracts, but the contents of these contracts must not overlap in terms of the technology objects being transferred.

Where the transferring party transfers technology accompanied by machinery, equipment, and technical means, the list and agreements regarding such machinery, equipment, and technical means must be reflected in the contract or its annexes.

3. In technology transfer contracts where the subject matter transferred includes documents containing technical solutions, technical secrets, design drawings, formulas, and technological processes, the contract must clearly specify the names and contents of the technology documents to be transferred.

4. In technology transfer contracts that include training activities, the parties must agree in the contract or its annexes on the number of workers and technical staff, the trades and training content, training costs, duration, and location, ensuring that the recipient can absorb and master the transferred technology after training.

5. In technology transfer contracts that involve the dispatch of technical advisors by the transferring party to provide support and technical advice for the recipient to apply the transferred technology in production, the parties must agree in the contract or its annexes on the number of advisors, the scope, duration, and cost of technical advisory support to ensure that the recipient produces products meeting quality standards and resolves difficulties in applying the transferred technology in production.

Article 3. Payment Methods in Technology Transfer Contracts

The parties to the contract may agree on payment according to one or several of the following methods:

1. Paying once or in installments in cash or goods;

2. Converting the value of the technology into capital contribution to an investment project or to the capital of a business;

In cases where the parties agree to contribute capital through technology, after completing the technology transfer and being confirmed by all parties, the value of the technology will be included in the capital contribution of the transferring party in the investment project or in the capital contribution of the business;

3. Paying periodically based on a percentage (%) of net selling price.

The net selling price is determined by subtracting from the selling price of products or services produced using the transferred technology (based on sales invoices) the following items: value-added tax, special consumption tax, export tax (if applicable); costs for purchasing semi-finished products, parts, components, imported or purchased domestically; packaging costs, product packaging costs, transportation costs to the place of consumption, advertising costs;

4. Paying based on a percentage (%) of gross revenue.

Gross revenue is determined by subtracting from the revenue from selling products and providing services produced using the transferred technology the deductions from revenue including trade discounts, price reductions, returned goods;

5. Paying based on a percentage (%) of pre-tax profit of the recipient.

Pre-tax profit is determined by subtracting reasonable total costs for producing products applying the transferred technology that have been sold on the market from the gross revenue;

6. Combining the payment methods prescribed in Clauses 1, 2, 3, 4, and 5 of this Article.

Article 4. Technology Transfer Using State Capital

1. In cases where state capital is used to receive technology transfer in an investment project, the receiving party must prepare a plan for receiving technology transfer, clearly stating the content of the technology transfer and the estimated value of the technology to submit to the competent authority for investment decision. The receiving party shall be responsible for the content of the technology transfer and the payment price for the transferred technology according to the decision of the competent authority for investment decision.

2. In cases where multiple sources of capital are used to receive technology transfer, with state capital accounting for 51% or more, the provisions of Clause 1 of this Article must be followed.

Article 5. List of Encouraged Technology Transfers, List of Restricted Technology Transfers, and List of Prohibited Technology Transfers

1.[2] Attached to this Decree is the List of Encouraged Technology Transfers, the List of Restricted Technology Transfers, and the List of Prohibited Technology Transfers replacing the List of Encouraged Technology Transfers (Annex I), the List of Restricted Technology Transfers (Annex II), and the List of Prohibited Technology Transfers (Annex III) of Decree No. 133/2008/NĐ-CP dated December 31, 2008 of the Government detailing and guiding the implementation of certain articles of the Law on Technology Transfer.

The importation, transfer, and use of technologies listed in the List of Prohibited Technology Transfers for the purpose of scientific research and special technological development shall be decided by the Prime Minister.

2. Ministries, ministerial-level agencies, and government agencies shall be responsible for:

a) Organizing the identification of specific technologies within the lists prescribed in Clause 1 of this Article;

b) Annually, based on economic and social development conditions and management requirements, proposing amendments and supplements to the technology lists prescribed in Clause 1 of this Article.

3. The Ministry of Science and Technology shall be responsible for:

a) Guiding ministries, ministerial-level agencies, and government agencies on the procedures and criteria for identifying specific technologies within the technology lists prescribed in Clause 1 of this Article;

b) Reviewing proposals from ministries, ministerial-level agencies, and government agencies regarding amendments and supplements to the technology lists prescribed in Clause 1 of this Article and compiling them for submission to the Government for decision.

Article 6. Registration of Technology Transfer Contracts

1. Technology transfer contracts are not required to be registered, but the parties involved in the contract may choose to register if they have such a need. In cases where there is a need to register technology transfer contracts, within ninety days from the date of signing the technology transfer contract, the recipient of the technology (in cases where technology is transferred from abroad to Vietnam) shall submit the registration dossier on behalf of all parties to the competent authority for issuance of the Certificate of Registration of Technology Transfer Contract pursuant to Article 9 of this Decree.

2. For technology transfer contracts included in the List of Encouraged Technology Transfers, the Certificate of Registration of Technology Transfer Contract serves as the basis for enjoying incentives stipulated in this Decree and other relevant legal provisions.

3. The Certificate of Registration of Technology Transfer Contract shall be in the form set out in Appendix IV of this Decree.

Article 7. Dossier for Registration of Technology Transfer Contracts

1. The dossier for registration of technology transfer contracts includes:

a) Application for registration of technology transfer contract;

The application for registration of technology transfer contract shall be in the form prescribed in Appendix V of this Decree.

b)[3] Original or certified copy of the technology transfer contract in Vietnamese and foreign languages. In cases where the parties involved in the technology transfer are Vietnamese organizations or individuals, only the Vietnamese version of the technology transfer contract is required. The contract mustANNEX I.A[31] be signed by the parties, stamped with their seals, and have abbreviated signatures of the parties affixed to each page of the contract and annexes if one of the parties to the contract is an organization..

2. Submission of the dossier for registration of technology transfer contracts shall be carried out according to the following regulations:

a) In cases where technology transfer falls under Clause 1 of Article 9 of this Decree, the recipient of the technology (in cases where technology is transferred from abroad to Vietnam and domestic technology transfer) or the provider of the technology (in cases where technology is transferred from Vietnam to abroad) shall submit three (3) sets of dossiers on behalf of all parties, including at least one (1) original set to the Ministry of Science and Technology;

b) In cases where technology transfer does not fall under Clause 1 of Article 9 of this Decree, the recipient of the technology (in cases where technology is transferred from abroad to Vietnam and domestic technology transfer) or the provider of the technology (in cases where technology is transferred from Vietnam to abroad) shall submit three (3) sets of dossiers on behalf of all parties, including at least one (1) original set to the Department of Science and Technology where the recipient (or provider) has its main office.

Article 8. Supplementary and Amending Registration of Technology Transfer Contracts

1. If a technology transfer contract that has been issued a Certificate of Registration has supplementary or amended contents agreed upon by the parties, then the supplementary or amended contract must be submitted to the authority that issued the Certificate of Registration of the technology transfer contract for issuance of a Certificate of Supplementary and Amended Registration of the technology transfer contract.

2. The dossier for supplementary and amending registration of technology transfer contracts includes:

a)[4] Application for supplementary and amending registration of technology transfer contract in the form prescribed in the Appendix accompanying the Decree amending and supplementing some articles of Decree No. 133/2008/NĐ-CP.

b)[5] Original or certified copy of the supplementary and amended contract in Vietnamese and foreign languages.ANNEX I.A[31]In cases where the parties involved in the technology transfer are Vietnamese organizations or individuals,ì only the Vietnamese version of the supplementary and amended technology transfer contract is required. The contract must be signed by the parties, stamped with their seals, and have abbreviated signatures of the parties affixed to each page of the contract and annexes if one of the parties to the contract is an organization..

3.[6] The dossier for supplementary and amending registration of technology transfer contracts shall be prepared in three (3) sets, including one (1) original set and two (2) photocopied sets. The recipient of the technology (in cases where technology is transferred from abroad to Vietnam and domestic technology transfer) or the provider of the technology (in cases where technology is transferred from Vietnam to abroad) shall submit on behalf of all parties to the authority that issued the Certificate of Registration of the technology transfer contract for issuance of a Certificate of Supplementary and Amended Registration..

4.[7] Within seven working days from the date of receipt of a valid dossier, the competent authority specified in Clause 1 of Article 8 of this Decree shall examine and issue the Certificate of Supplementary and Amended Registration of the technology transfer contract. In cases where the Certificate of Supplementary and Amended Registration of the technology transfer contract is not issued, the competent authority must respond in writing and specify the reasons.

Article 9. Authority to Issue the Certificate of Registration for Technology Transfer Contracts

1. The Ministry of Science and Technology shall issue the Certificate of Registration for Technology Transfer Contracts for technology under investment projects approved by the Prime Minister.

The Certificate of Registration for Technology Transfer Contracts shall be sent to one (1) copy to the provincial Department of Science and Technology where the receiving party has its main office for coordination in monitoring and inspecting the implementation of the contract.

2. The provincial Department of Science and Technology shall issue the Certificate of Registration for Technology Transfer Contracts for technology not covered by Clause 1 of this Article.

The Certificate of Registration for Technology Transfer Contracts shall be sent to one (1) copy to the Ministry of Science and Technology for comprehensive management.

3. Within fifteen (15) days from the date of receipt of complete files, the competent authority specified in Clauses 1 and 2 of this Article shall be responsible for examining and issuing the Certificate of Registration for Technology Transfer Contracts. In case of refusal to issue the Certificate of Registration for Technology Transfer Contracts, a written response must be provided with clear reasons stated.

Article 10. Approval for Technology Transfer for Technologies Listed in the Restricted Technology Transfer Catalogue

1. Organizations and individuals wishing to receive or transfer technologies listed in the Restricted Technology Transfer Catalogue must meet the following conditions:

a) For technology transfer from abroad to Vietnam: Organizations and individuals wishing to receive technology must have functions and tasks directly related to the use of received technology; they must have sufficient material and human resources at an appropriate level to safely receive and operate the technology and strictly comply with national technical standards and regulations;

b) For technology transferred from Vietnam to abroad: Organizations and individuals wishing to transfer technology must ensure that it does not harm national interests.

2.[8] Organizations and individuals wishing to receive or transfer technologies listed in the Restricted Technology Transfer Catalogue shall submit their application files to the Ministry of Science and Technology for approval of technology transfer.

The receiving party (in cases of technology transfer from abroad to Vietnam and domestic technology transfer) or the transferring party (in cases of technology transfer from Vietnam to abroad) shall submit one set of application files for technology transfer approval on behalf of all parties to the Ministry of Science and Technology..

3. The Ministry of Science and Technology shall be responsible for coordinating with Ministries and equivalent agencies in approving technology transfer for technologies related to industries and fields managed by these Ministries and equivalent agencies.

4. Within thirty (30) days from the date of receipt of complete files, the Ministry of Science and Technology shall examine and issue a written approval for technology transfer. In case of refusal, a written response must be provided with clear reasons stated.

5. Application files for approval of technology transfer for technologies listed in the Restricted Technology Transfer Catalogue shall be implemented in accordance with Clause 1 of Article 12 of this Decree.

Article 11. Issuance of Permits for Technology Transfer for Technologies Listed in the Restricted Technology Transfer Catalogue

1. The Ministry of Science and Technology shall be responsible for reviewing and issuing the Permit for Technology Transfer for technologies listed in the Restricted Technology Transfer Catalogue in accordance with Article 52 of the Law on Technology Transfer.

2. Within sixty (60) days from the date of signing the technology transfer contract, the receiving party (in cases of technology transfer from abroad to Vietnam and domestic technology transfer) or the transferring party (in cases of technology transfer from Vietnam to abroad) shall submit three (3) sets of application files, including at least one (1) original set to the Ministry of Science and Technology for issuance of the Permit for Technology Transfer.

Within ten (10) days from the date of receipt of complete files, the Ministry of Science and Technology shall be responsible for reviewing and issuing the Permit for Technology Transfer.

3. If the files are incomplete or do not comply with legal provisions, the Ministry of Science and Technology shall issue a written request for the party submitting the files to amend and supplement the files. Within ten (10) days from the date of receipt of amended and supplemented files, the Ministry of Science and Technology shall be responsible for reviewing and issuing the Permit for Technology Transfer. In case of refusal to issue the Permit, a written response must be provided with clear reasons stated.

Within sixty (60) days from the date of the written request for amendment and supplementation issued by the Ministry of Science and Technology, if the parties involved in the contract fail to meet the requirements for amendment and supplementation, the application files for issuance of the Permit for Technology Transfer will lose their validity.

4. During the implementation of the technology transfer contract already issued with a Permit for Technology Transfer, if the parties wish to change the contents recorded in the Permit for Technology Transfer, one of the parties involved in the technology transfer contract must submit an application file for issuance of a new Permit on behalf of all parties.

5. The Permit for Technology Transfer shall be in the form attached as Appendix VI of this Decree.

Article 12. Documents for requesting approval to transfer technology, documents for applying for a Technology Transfer Permit for restricted technology

1. Documents for requesting approval to transfer technology for restricted technology include:

a) Application for approval to transfer technology;

b) Legal status documentation of the applicant: copy of Investment Certificate or Business Registration or appropriate operating license;

c) Documentation explaining the technology;

d) Documentation explaining compliance with conditions stipulated in Clause 1, Article 10 of this Decree.

The application for approval to transfer technology and the basic content of the documentation explaining the technology according to the model at Appendix VII and Appendix VIII of this Decree.

2. Documents for applying for a Technology Transfer Permit for restricted technology:

a) Application for a Technology Transfer Permit;

The application for a Technology Transfer Permit according to the model at Appendix IX of this Decree.

b) Legal status documentation of the parties involved in the contract: copy of Investment Certificate or Business Registration or appropriate operating license; confirmation of legal status for the representative signing the contract;

c) Approval documentation for technology transfer from the Ministry of Science and Technology;

d)[9] Original or certified copy of the technology transfer contract in Vietnamese and foreign languages. In cases where the parties involved in the technology transfer are Vietnamese organizations or individuals, only the Vietnamese version of the technology transfer contract is required. The contract mustANNEX I.A[31] be signed by the parties, stamped with their seals, and have abbreviated signatures of the parties affixed to each page of the contract and annexes if one of the parties to the contract is an organization.;

d) List of technical documents, machinery, equipment, technical means (if any) attached to the technology transfer contract;

e) In cases where state capital is used, a document from the competent authority approving the investment must be submitted, agreeing with the content of the technology transfer and the estimated price for the transferred technology.

Article 13. Technology transfer in projects or in trademark licensing contracts, industrial property rights transfer contracts, machine and equipment purchase contracts accompanied by technology transfer

1. In cases where technology transfer content is included in investment projects or trademark licensing contracts, industrial property rights transfer contracts, or machine and equipment purchase contracts, when drafting such projects or contracts, the technology transfer content and costs must be separated into a distinct section within the project or contract.

2. If the technology belongs to the list of restricted technology transfers, the procedures for preparing documents and issuing permits for the technology transfer portion in the project or contract shall be carried out in accordance with the provisions of Articles 10, 11, and 12 of this Decree.

3. If the technology does not belong to the list of restricted technology transfers, the procedures for preparing documents and registering for the technology transfer portion in the project or contract shall be carried out in accordance with the provisions of Articles 6, 7, 8, and 9 of this Decree.

Article 14. Technology transfer contracts that are not granted a Registration Certificate or Technology Transfer Permit

1. Technology transfer contracts whose content does not involve technology objects as defined in Article 7 of the Technology Transfer Law.

2. Technology transfer contracts that violate the provisions of Article 13 of the Technology Transfer Law.

Article 15. Revocation of Technology Transfer Contract Registration Certificate and Technology Transfer Permit

Clause 1. The Technology Transfer Contract Registration Certificate and Technology Transfer Permit shall be revoked in the following cases:

Point a) The parties fail to implement the technology transfer within twelve months from the date of issuance of the Technology Transfer Contract Registration Certificate or Technology Transfer Permit;

Point b) The technology transferred does not correspond to the technology specified in the Technology Transfer Contract Registration Certificate or Technology Transfer Permit;

Point c) False documents are used to register the technology transfer contract or to request the issuance of a technology transfer permit.

Clause 2. The authority issuing the Technology Transfer Contract Registration Certificate and Technology Transfer Permit has the right to revoke the certificates and permits it has issued.

Clause 3. In cases where a party has received a Technology Transfer Contract Registration Certificate or Technology Transfer Permit and enjoyed benefits under the Law on Technology Transfer, and such certificates or permits are subsequently revoked, the party that benefited must return to the State all benefits received.

Article 16. Reporting on Implementation of Technology Transfer Contracts

Clause 1. For technology transfer contracts that have been granted a Technology Transfer Permit and have been implemented for more than one year, each year, the recipient of the technology (in cases of transferring technology from abroad to Vietnam and domestic technology transfer) or the provider of the technology (in cases of transferring technology from Vietnam to abroad) shall be responsible for preparing a report on the implementation of the technology transfer contract of the previous year and submitting it to the Ministry of Science and Technology.

Clause 2. For technology transfer contracts that have been granted a Technology Transfer Contract Registration Certificate and have been implemented for more than one year, and which utilize state capital accounting for fifty-one percent or more of the total investment, each year, the recipient of the technology (in cases of transferring technology from abroad to Vietnam and domestic technology transfer) or the provider of the technology (in cases of transferring technology from Vietnam to abroad) shall be responsible for preparing a report on the implementation of the technology transfer contract of the previous year and submitting it to the Ministry of Science and Technology or the Department of Science and Technology that issued the Technology Transfer Contract Registration Certificate.

Clause 3. The deadline for submitting the report on the implementation of technology transfer is before January 15th of the following year.

Clause 4. Annual reports on the implementation of technology transfer contracts shall follow the model set out in Appendix X of this Decree.

Article 17. Liquidation of Technology Transfer Contracts for Restricted Technology Transfer Categories

Clause 1. The liquidation of technology transfer contracts involving restricted technology transfer categories must be documented in a liquidation record by the parties involved.

Clause 2. The recipient of the technology or the provider of the technology in cases of transferring technology from Vietnam to abroad shall submit the liquidation record of the technology transfer contract to the Ministry of Science and Technology within thirty days from the date of liquidation.

Clause 3. The liquidation record of the technology transfer contract follows the model set out in Appendix XI of this Decree.

Article 18. Fees for Contract Review in Technology Transfer

1. When submitting applications for issuance of Registration Certificate for Technology Transfer Contracts or Technology Transfer Licenses, the recipient of technology (in cases of transferring technology from abroad to Vietnam and domestic technology transfer) or the provider of technology (in cases of transferring technology from Vietnam to abroad) must pay the fee for reviewing technology transfer contracts.

2. The Ministry of Finance shall guide the collection, management, and utilization of fees for reviewing technology transfer contracts.

Article 19. Content of Technology Appraisal

1. Determining the legal status and rights over the transferred technology.

2. Comparing the actual performance indicators of the transferred technology with those stipulated in the technology transfer contract.

Article 20. Rights to Request Technology Appraisal

1. Authorities entitled to request technology appraisal include:

a) Authorities responsible for issuing Registration Certificates for Technology Transfer Contracts and Technology Transfer Licenses;

b) Authorities responsible for resolving disputes, handling violations, and addressing complaints and reports related to technology transfer.

2. Organizations and individuals entitled to request technology appraisal include:

a) Parties involved in technology transfer contracts;

b) Organizations and individuals required to address violations or complaints and reports regarding technology transfer;

c) Other organizations and individuals with rights and interests related to disputes, violations, complaints, and reports concerning technology transfer.

Article 21. Rights and Obligations of Requesters of Technology Appraisal

1. Requesters of technology appraisal have the following rights:

a) To select an appraisal organization recognized as meeting the conditions for technology appraisal;

b) To require the appraisal organization to provide conclusions in accordance with agreed content and deadlines;

c) To request explanations of the appraisal conclusions;

d) To request supplementary or repeated appraisals in accordance with Article 26 of this Decree;

e) To agree on the costs of technology appraisal.

2. Requesters of technology appraisal have the following obligations:

a) To provide complete and be responsible for the accuracy of documents, evidence, and information related to the subject of appraisal as requested by the appraisal organization and appraiser;

b) To clearly and specifically present issues within the scope of the requested appraisal;

c) To pay the costs of technology appraisal according to the agreement.

3. Costs of technology appraisal under requests for appraisal are agreed upon by the parties.

Article 22. Technology Appraisal Organizations and Technology Appraisers

1. Technology appraisal organizations may be scientific and technological organizations or enterprises.

2. Technology appraisal organizations must have at least two technology appraisers.

3. Individuals meeting the following conditions are recognized as technology appraisers:

a) Having a bachelor's degree or higher and possessing relevant professional expertise suitable for the required technology field;

b) Having at least three years of work experience in the required technology field;

c) Holding a certification for technology appraisal in the required field if such certification is mandated by law.

4. Ministries, agencies equivalent to ministries, and government agencies shall cooperate with the Ministry of Science and Technology to define the content of professional inspection for technology appraisal.

5. Ministries, agencies equivalent to ministries, and government agencies shall, based on their functions, tasks, and authority, guide the issuance of certifications for technology appraisal in their respective sectors and fields.

Article 23. Rights and Obligations of Technology Appraisal Organizations

1. Rights of technology appraisal organizations:

a) To conduct appraisals upon request for appraisal or demand for appraisal; to carry out appraisals according to the content of the request for appraisal or demand for appraisal and within the specified time limit; in cases where additional time is required to complete the appraisal, they must promptly notify the requesting party of this need;

b) To refuse to conduct an appraisal if the subject matter of the appraisal or related materials are insufficient or lack value for making an appraisal conclusion; if the appraiser has rights or interests related to the subject matter of the appraisal or the case requiring an appraisal, or other reasons that may affect the objectivity of the appraisal conclusion, but at the same time represents the interests of one of the parties involved in the case requiring an appraisal;

c) To request agencies or organizations to provide relevant materials, objects, and information related to the subject matter of the appraisal;

d) To select necessary and appropriate methods to conduct the appraisal; to use testing results or specialized conclusions, expert opinions to serve the appraisal;

đ) To establish an appraisal file and explain the appraisal conclusion when requested.

2. Obligations of technology appraisal organizations:

a) To preserve objects and materials related to the appraisal case; to keep confidential the results of the appraisal, related information, and appraisal materials;

b) To independently draw conclusions from the appraisal and be responsible under the law for the appraisal conclusion;

c) To compensate for damages in cases where false appraisal conclusions are made, causing harm to individuals or organizations involved, as stipulated by law;

d) To comply with regulations on the procedures and formalities for conducting appraisals and to fulfill other rights and obligations as prescribed by law.

Article 24. Request for Technology Appraisal

1. A request for technology appraisal must be documented in writing.

2. The written request for technology appraisal must include the following main contents:

a) Name and address of the agency requesting the technology appraisal; name and position of the authorized person requesting the technology appraisal;

b) Name and address of the appraisal organization or appraiser;

c) Subject matter and content of the appraisal needed;

d) Related materials and objects;

đ) Deadline for delivering the appraisal conclusion.

Article 25. Demand for Technology Appraisal

1. A demand for technology appraisal must be established as a service appraisal contract between the party demanding the appraisal and the technology appraisal organization.

2. The service appraisal contract must include the following main contents:

a) Name and address of the organization or individual demanding the appraisal;

b) Name and address of the technology appraisal organization;

c) Content of the appraisal needed;

d) Related materials and objects;

đ) Deadline for delivering the appraisal conclusion;

e) Rights and obligations of the parties;

g) Liability for breach of contract.

Article 26. Supplementary Appraisal, Reappraisal

1. Supplementary appraisal is conducted when the appraisal conclusion is incomplete or unclear regarding the content needing appraisal or when new circumstances arise that require clarification. Requests for supplementary appraisal and the implementation of supplementary appraisal must comply with the regulations applicable to the initial appraisal.

2. Reappraisal is conducted when the requesting party does not agree with the appraisal result or there are contradictions among appraisal conclusions on the same issue needing appraisal. The reappraisal may be carried out by the same appraisal organization or appraiser who conducted the original appraisal or by another appraisal organization or appraiser at the request of the requesting party.

Article 27. Technology appraisal conclusion document

1. The technology appraisal conclusion document is one of the legal bases for resolving cases.

2. The technology appraisal conclusion document must include the following main contents:

a) Name and address of the technology appraisal organization;

b) Name and address of the agency requesting the appraisal or the organization or individual requesting the appraisal;

c) Object, content, scope of the appraisal;

d) Methods of conducting the appraisal;

đ) Appraisal conclusions;

e) Time and place of conducting and completing the appraisal.

3. The appraisal conclusion document must have the signature of the technology appraiser who conducted the appraisal, the head of the technology appraisal organization, and the seal of that organization.

Article 28. Technology transfer service

1. Technology transfer service is an activity supporting the process of searching for, concluding and implementing technology transfer contracts, including evaluating and valuing technology, brokering and consulting on technology transfer, promoting technology transfer.

2. The Ministry of Science and Technology shall specify and guide in detail about the technology transfer services prescribed in Clause 1 of this Article.

Article 29. Services for evaluating, valuing technology, technology appraisal, and consulting on technology transfer

1. Encouraging organizations and individuals to establish technology transfer service organizations to provide services for evaluating, valuing technology, technology appraisal, and consulting on technology transfer.

2. The Ministry of Science and Technology shall guide the content and methods of operation of organizations for evaluating, valuing technology, technology appraisal, and consulting on technology transfer.

Article 30. Results of technology evaluation and valuation

The results of technology evaluation and valuation must be expressed in writing and are one of the grounds for:

1. The parties concluding technology transfer contracts to negotiate and agree on the price of transferred technology;

2. Considering and determining the value of transferred technology from research results if there is state investment; using state capital to transfer technology; contributing capital with the value of technology when the parties request;

3. Competent authorities to examine and handle breaches of technology transfer contracts and resolve disputes during the implementation of technology transfer contracts.

Article 31. Inspection of technology transfer activities

The authority issuing the Registration Certificate for technology transfer contract, the Technology Transfer Permit as stipulated in Articles 9 and 11 of this Decree shall be responsible for inspecting technology transfer activities in accordance with the law.

Article 32. Tax policies to promote technology transfer activities

1. Organizations contributing capital to establish enterprises or implementing joint business contracts with technology are exempted from corporate income tax on income generated from the technology.

2. Exemption from import duties on goods imported for direct use in technology research and development, technological innovation, including machinery, equipment, spare parts, materials, transportation means not yet produced domestically, technology not yet created domestically; scientific books, periodicals.

3. Machinery, equipment, transportation means specifically used for types not yet produced domestically and need to be imported to serve the implementation of technology transfer contracts are exempted from value-added tax.

4. Enterprises investing in technological innovation that accept technology listed in the Priority Technology Transfer Catalogue are exempted from corporate income tax on income generated from applying technology in the Priority Technology Transfer Catalogue for four years, provided that the total amount of tax exemption does not exceed 50% of the total investment cost for technological innovation.

5. Enterprises accepting technology to implement investment projects in areas with difficult socio-economic conditions, extremely difficult conditions are exempted from import duties on goods serving the replacement, innovation of technology and raw materials, materials, spare parts used for production for five years, starting from the date of production according to new technology.

6. Organizations transferring technology in priority sectors for transfer to rural, mountainous areas, areas with difficult socio-economic conditions, extremely difficult conditions are granted a 50% reduction in corporate income tax on income from technology transfer, provision of plant and animal breeding seeds.

7. Technology incubation centers, enterprise incubation centers are exempted from corporate income tax for four years, granted a 50% reduction in corporate income tax payable for the next nine years, and are exempted from land use tax.

8. Organizations and individuals accepting technology in areas with difficult socio-economic conditions, extremely difficult conditions are exempted from appraisal fees for technology transfer contracts.

9. Procedures and formalities for granting exemptions and reductions in corporate income tax and personal income tax, appraisal fees for technology transfer contracts are implemented in accordance with relevant laws on taxes and fees.

Article 33. National Technology Innovation Program

1. The Ministry of Science and Technology shall take the lead and coordinate with relevant ministries, ministerial-level agencies, and government agencies to develop and submit the National Technology Innovation Program for approval by the Prime Minister.

2. Ministries, ministerial-level agencies, government agencies, and provincial People's Committees within their respective jurisdictions shall be responsible for organizing and implementing the National Technology Innovation Program.

Article 34. National Technology Innovation Fund

The Ministry of Science and Technology shall take the lead and coordinate with relevant ministries, ministerial-level agencies, and government agencies to develop and submit for the Prime Minister’s decision on the establishment, management, and utilization of the National Technology Innovation Fund.

Article 35. Statistics on Technology Transfer Activities

1. Annually, in January, enterprises, scientific research organizations and technology development organizations, universities, colleges, and other training institutions shall report on the situation of technology innovation and transfer in the previous year to the Department of Science and Technology where the enterprise and scientific research organization and technology development organization, university, college, and other training institution is headquartered. The Department of Science and Technology shall be responsible for compiling and reporting to the Ministry of Science and Technology.

2. The Ministry of Science and Technology shall compile and report to the Prime Minister on the annual situation of technology innovation and transfer nationwide.

3. The Ministry of Planning and Investment shall take the lead and coordinate with the Ministry of Science and Technology to specify the format of reports, reporting procedures, and guidelines for statistics on technology transfer.

Article 36. Transitional Provisions

1. Technology transfer contracts that have been registered or approved by the Ministry of Science and Technology or the Department of Science and Technology before the effective date of the Law on Technology Transfer shall continue to be valid until the end of the contract term.

2. Applications for registration of technology transfer contracts submitted to the Ministry of Science and Technology or the Department of Science and Technology from July 1, 2007 to the effective date of this Decree must be reviewed and issued a Registration Certificate for Technology Transfer Contracts or a Technology Transfer Permit according to the laws at the time of submission.

Article 37. Effective Date

[10]

This Decree shall take effect fifteen days after its publication in the Official Gazette and shall replace Decree No. 11/2005/NĐ-CP dated February 2, 2005 of the Government detailing regulations on technology transfer (amended).

Article 38. Responsibility for Implementation

The Minister of Science and Technology, ministers, heads of ministerial-level agencies, heads of government agencies, Chairpersons of provincial People's Committees directly under the Central Government shall be responsible for implementing this Decree.

Place of Receipt: - The Minister (for reporting); - Office of the Government (for publication in the Official Gazette); - The Ministry of Science and Technology's electronic portal (for posting); - To be filed: VT, DATED AT HANOI, this 1st day of December, 2011.

CERTIFIED CONSOLIDATED DOCUMENT Signed. THE MINISTER DEPUTY MINISTER Pham Cong Tac

---