SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom – Happiness

TECHNOLOGY TRANSFER CONTRACT (I)

Number:...............
- Pursuant to the Ordinance on Economic Contracts dated September 25, 1989 of the State
Council.
- Based on the Decree of 17/HDBT 16-01-1990 of the Council of Ministers;
- Pursuant to Decree No.45/1998/ND-CP dated 01-07-1998 Government regulations Details
technology transferr.

Today day......... month......... year.......... In........... (signature place).

PARTY A (Assignor)
- Name of business ( or agency )............

- Address: ............

- Phone: ...........

- Account number: ............... Opened at the bank:...................

- Representative is Mr. (Ms.): ...................... Civil service: .................

- Paper delegated authority of: ............. day ............month............year............

- By ........... position: ................................... sign (if any).

PARTY B (Assignee)
- Name of business ( or agency )............

- Address: ............

- Phone: ...........

- Account number: ............... Opened at the bank:...................

- Representative is Mr. (Ms.): ...................... Civil service: .................

- Paper delegated authority of: ............. day ............month............year............

- By ........... position: ................................... sign (if any).

After the review (state a summary of the research, implementation or results manufacturing,
business ventures related to the transferred technology delivered by the assignor), two parties
agreed set of contracts with the following content:

Article 1 : Interpretation of words

Define the terms and concepts used in the contract. (This is very important because the parties to
the contract use different languages, so it is necessary to agree on the understanding the concepts
used by the parties in the contract).
Article 2 : Contents of technology to be transferred

In this clause, it is necessary to specify the name of the technology to be transferred; a detailed
description of the features, content, level of safety, occupational health of licensed technology
delivery.

In cases where the principal supplier of machinery, equipment was attached to the other contents
of the technology, the contract must clearly state the list of machinery and equipment including
technical features, model number, country of manufacture, year of manufacture, quality status,
price.

Results can be achieved after the current transfer traffic (on the physical amount of product and
services service quality, technical and economic norms, the productivity, environmental and
social factors).

Article 3: Transfer of industrial property rights

Contents of industrial property right transfer (if any) in accordance with the law on industrial
property.

Article 4 : Rights and responsibilities

Rights and responsibilities of the parties in the implementation of technology transfer.

Article 5 : Time limit, schedule and location

Duration, advanced degrees and place the supply level of technology, computer hook set is.
Article 6:
The content related to the training and technical assistance to ensure the implementation of
transfer delivery of technology include:

a) It can be specified in the contract or specified in the contract annex about program content,
forms, field area, the amount of school staff, transfer the assignor and the receiving, location and
duration;

b) Responsibilities of the parties in organizing training and technical support;

c) submit to the level, quality output, the results achieved after the training and technical
assistance;

d) fees for training and technical support.

Article 7: Price and payment

The contract should specify the price of the technology to be transferred as well as the currency
of payment. The price of the technology to be transferred can be specified as follows:

1. Price factory machinery and equipment is to be determined the information through the
bidding to buy shop equipment equipment or through monitoring the quality and price.

2. Depending on the computer's advanced in technology, internal capacitance technology,

features exclusive rights of the technology, product quality, percentage of products are exported,
effective results in economic, technical arts, social associations and parties enter into a contract
to negotiate a price for the transfer of technology.

3. For the transfer of technology from abroad into Vietnam and transfer of technology in the
country, the price paid for the transfer of technology, including the subjects mentioned in Article
4 of Decree No.45/1998/ND-CP details technology transfer, excluding the value of attached
machinery and equipment, subject to one of the following limits:

a) From 0 to 5 % of the net selling price of the product during the validity of the contract, or

b) From 0 to 25% of profit after tax, resulting from the consumption of products manufactured or
services have applied the technology to be transferred within a period of effective force of
contract.

c) From 0 to 8% of total investment capital in case of capital contribution equal to technology

value, For projects operating under the Law on Foreign Investment, the value of capital
contribution by technology must not exceed 20 % of the legal capital.

4. With regard to the transfer of technology from abroad into Vietnam Nam and transfer of
technology in the country, the price paid for the transfer delivery of technology excluding the
value of sewing Machinery, equipment attached, can be up to 8% net selling price or to 30% of
profit after tax, or in the case of capital contribution by the value of technology to 10 % of the
total number of funds first invested with technology Assembly full of love following request:

a) Technology is transferred under the field of the art high (according to the list of the Ministry
of Science, Technology and Environment announced in each period);

b) The technology transfer has great significance for the economic development of the society
deep - lying, remote and mountainous areas and islands;

c) Much of the product is exported (or the fees paid for the technology are high for the product
being exported).

The cost of food, accommodation, travel, salaries for trainees are trained in foreign countries
may not cover included in the percentage limits referred to in clause 3 of Article 23 , Decree No.
45/1998/ND-CP detailed regulations on technology transfer. For special technologies, there is a
higher level of approval for payment for technology transfer than the parties and submit them to
the Ministry of Science, Technology and Environment for advice and direction of the Prime
Minister.

5. Technology transfer price from Vietnam to foreign countries by the parties to the agreement
under the laws of the receiving party and facility management agency of Vietnam State
competent authorities for approval according to the detailed instructions of the Ministry of
Science, Technology and Environment on the level of payment.

Payment method accounting for the transfer of technology by the parties agreed upon according
to the formula below:

a. Putting the entire value of technology transferred into the capital contribution in investment
projects.

b. Pay seasonally as a percentage of profit after tax or a percentage of net sales.

c. Pay in one or more times in cash or goods consistent with the progress of technology transfer
laws and regulations of Vietnam on payment in goods. Lump-sum value is determined based on
Article 23 of Decree No.45/1998/ND-CP provided the detailed information about technology
transfer.

d. The parties may combine payment methods, in the following cases:

Where the technology is transferred include different content in the contract must specify the part
payment for each content delivery, the price paid for the transfer of traffic rights basis ownership
of industry;

In the course of contract performance, when a content or a number of contract contents are not
performed, the receiving party has the right to request adjustment of the payment.

Article 8: Commitment of the parties on contract performance security

In this clause, the following must be fulfilled:

a) The assignor commits to strictly comply with the provided technical information;
b) The receiving party commits to comply with the technical information of the principal;

c) On the basis that the assignor strictly implements the instructions of the assignor, the assignor
is obliged to ensure the technology transfer to achieve the following results:

- Achieve goals threads out of commodities and services which meet the quality criteria as
specified in the contract;

- Technology to achieve the economic-technical criteria, the consumption indicators of raw

materials, fuel and supplies specified in the contract;

- Technology to ensure compliance with regulations of law on environment, occupational safety

and hygiene.

d) The commitment of the parties to ensure that no errors occur in the transfer of technology and
use of the results after the end of the validity period of the contract.
Article 9: Warranty and time limited warranty.

- The assignor is responsible warranty content delivery technologies, including for factory
machinery, equipment (if the machinery, instrumentation inside delivery supply) within due. the
parties agree in the contract;

- Unless otherwise agreed by the parties, the warranty period is the effective contract period;

- During the warranty period, if the consignee strictly complies with the instructions of the
deliverer, the goods, services or technology cannot be remedied at the cost of the deliverer.

Article 10: Obligations to cooperate and exchange information of the parties.

Article 11 : Supplementing, amending, canceling or terminating the contract

The parties may stipulate conditions for amending, supplementing, canceling or terminating the
contract, based on the provisions of law.

1. A technology transfer contract may be supplemented, modified or partially canceled upon

mutual agreement of the parties.

For where gossip g must be approved in accordance with Article 32 of Decree No.45/1998/ND-
CP providing detailed regulations on technology transfer, adding, editing change, replacement or
1 of a technology transfer contract takes effect only when it has been approved by the contract -
approving agency with an additional approval decision.

2. A technology transfer contract is terminated in the following cases:

a) The contract of all time limit specified in the contract;

b) The contract terminated before the time limit agreed in writing copies between the parties;

c) There are force majeure circumstances and the parties agree to terminate the contract;

d) Contracts were agencies concerned State has a competent management of technology transfer
canceled, suspended due to violation of the law;

e) Cancel the contract with effect force the legal rules under the agreement in writing copies
between the parties if no damage is caused to the interests of the State and society, the parties
must take responsibility for the damage caused to the third party concerned by the cancellation
abandon the contract. For a contract to be approved, the canceled leave the party must have the
responsibility to inform the agency has approved the contract.

g) When a party admitted breach of contract or the conclusion of the State agencies have
jurisdiction as breach of contract, the breaching party may unilaterally suspend the
implementation of such contracts .

Article 12: The term of the contract

- Duration of the contract agreement by the parties on demand and technological content to be
transferred, but the maximum term not exceeding 7 years from the date the contract comes into
force. In the case of being authorized by a competent State agency, the contract term may be
longer than seven years but not exceeding 10 years. The parties may stipulate conditions relating
to the parties in modifying the validity period or terminating the contract .

Article 13: The scope and level of assurance secret secret for with the transferred technology

The assignor commit the secret to the technology transfer has not been disclosed, and is
committed to not divulge the secret secret of the technology transfer assigned to third parties.

Article 14: Responsibilities of each party in the performance of the contract

The technology receiving party and the technology assignor are obliged to perform the
agreement on the rights and obligations of each party specified in the contract, if they violate the
provisions on violations identified in the contract.

Other responsibilities of each party are required by law to be strictly observed by the parties.

Article 15 : Settlement of disputes

Disputes arising from this contract shall be resolved by negotiation, in the spirit of cooperation to
limit common loss. If disputes cannot be resolved by negotiation then proposed settlement body.

Article 16 :
Contract is made in 8 copies in English Vietnam (in the case of the water outside to participate in
the 4 villages were established by languages water outside through use. Usually choosing a
foreign language is because the parties agree), copies have the same value. In case of a conflict
about different interpretations arising from differences in language, use the standard known as
Vietnam. (There may agree to use a foreign language as a standard, if we have specialized in
mastering the language as the contract). Each party keeps four copies (two copies in Vietnamese,
two copies in...., with equal validity.

This contract is effective from........... to the effective date of the contract. (The effective date of
the contract is the date agreed upon by the parties; the date the contract is approved; or the date
the contract is registered at the Ministry of Science, Technology and Environment).

If the contract contains content about assignor property object technology, the need to record
clear part that takes effect from the date of registration at the State drop-mrights as prescribed by
law for the establishment industrial property.

Depending on the subject of technology transfer, the parties may agree to include in the contract-
the contract terms, if any, that are not contrary to the provisions of the State and Vietnamese law.

Representative of the assignor Representative of the assignee

(Signed and sealed) (Signed and sealed)