SALE CONTRACT

This sale contract, effective as of 25th December, 2020, is made by and between
SELLER NAME, a company organized and existing in HCMC with an office
located at ……. (the ‘seller’), and BUYER NAME with address of

The parties agrees as follows:

1. Goods sold: (description of the goods: required quality, certificate, country
of origin, color, weights…)
- Total quantity:_______
2. Delivery: The Seller shall deliver the goods followed the terms listed below:
● Delivery Term: _______. the goods shall be delivered to the buyer by
CARRIER (name & address)
● Date or period of delivery: the goods shall be delivered to the buyer
on ________(ngày)
● Location of delivery: The Seller shall deliver the Goods to the location
specified by the Buyer here: ……………….
3. Purchase price
● Seller agrees to sell the goods to the buyer for $..... (total price)
● Amount in numbers: ______
● Amount in letters: _______
● Currency: ______
4. Payment conditions, Guarantee, Late payment:
● (payment on open account; payment in advance; documentary
collection; irrevocable documentary credit)
● Time for payment: ________
● Payment will be made at Seller’s bank in VND. Payment must be
received within 10 days of receipt of the goods. Buyer will provide a
bank guarantee of payment. For each week the payment is late, the
price due is increased by 2%.
5. Risk of loss: risk of loss will be on Seller until the buyer accepts delivery.
When accepting delivery, the buyer will be responsible for the risk of loss.
6. Refund and cancellation policy: 
● Refunds: if goods delivered are not as described to the buyer, they can
be refunded within 7 days after the date of delivery. The seller shall
repair or replace any goods if it can be defective within 14 days
● Cancellation: The buyer can cancel by notification if the good is not
delivered for any reason within one month after signing the contract
7. Inspection: 
 ● BUYER shall carry out inspection and testing of the goods within 7
days after the date of delivery.
●  If the goods have not been rejected by written notice stating defects
within the said 7 days, the goods shall be deemed to have been
accepted.
8. Liability for delay:
The seller is liable for delays which can be in the seller control and pay 2%
price of delayed goods per week
9. Limitation of liability: 
● For lack of conformity: Seller’s liability for damages arising from lack
of conformity of the goods shall be limited to proven loss not
exceeding ___% of the contract price.
● Where non-conforming goods are retained by the buyer: The price
abatement for retained non-conforming goods shall not exceed ____%
of the price of such goods.
10.Resolution of disputes: Any dispute, controversy or claim arising out of or
relating to this contract, including its conclusion, interpretation,
performance, breach, termination or invalidity, shall be finally settled under
the rules of _______ [specify the arbitration institution] by _______ [specify
the number of arbitrators, e.g. sole arbitrator or, if appropriate, three
arbitrators] appointed in accordance with the said rules. The place of
arbitration shall be ______. The language of the arbitration shall be
________.

An arbitration clause does not prevent any party from requesting interim or
conservatory measures from the courts.
PARTNERSHIP AGREEMENT

This Partnership Agreement ("Agreement") made and effective this ___________

(Date), by and between the following individuals, referred to in this Agreement as
the "Partners":

COMPANY A with the office located at…………………………………….

And 

INDIVIDUALS/COMPANY B with the address of ………………………….

In consideration of the mutual promises contained in the agreement, partners agree

as follows:

1. Name and place of business: 

The name of the partnership shall be called ____________________

(“Partnership"). Its principal place of business shall be __________________, until
changed by agreement of the Partners, but the Partnership may own property and
transact business in any and all other places as may be agreed upon by the Partners

2. Purpose

The general purpose of the Partnership shall be to ______________________.       

            The Partnership may also engage in any and every other kind or type of
business, whether or not pertaining to the foregoing, upon which the Partners may
at any time agree.
3. Term.

The Partnership shall commence as of the date of this Agreement and shall
continue until terminated as provided herein.

4. Capital contributions:
Each of partners has contributed to capital of the partnership, in cash or property in
agreed upon value, as follows:

Partner Contribution description Agreed value % share

   
5. Profits and Losses:
Until modified by mutual consent of all the Partners, the profits and losses of
the Partnership and all items of income, gain, loss, deduction, or credit shall
be shared by the Partners in the following proportions:

6. Books and Records of Account:

The Partnership books and records shall be maintained at the principal office
of the Partnership and each Partner shall have access to the books and
records at all reasonable times.

7. Death, Incompetency, Withdrawal, or Bankruptcy

● In the event any Partner dies or is declared incompetent by a court of
competent jurisdiction, the successors in interest of that Partner shall
succeed to the partnership interest of that Partner and shall have the rights,
duties, privileges, disabilities, and obligations with respect to this
Partnership.
● A partner may not withdraw from the partnership unless all remaining
partners unanimously agree to the withdrawal.
● No partner will withdraw any portion of their capital contribution without
express written consent of the remaining partners
     
8. Restriction on transfer: 
None of the Partners shall sell, assign, transfer, mortgage, encumber or
otherwise dispose of in any manner any or all of his/her interest in the
partnership without the written consent of all partners.
9. Procedure on Dissolution of Partnership
The partnership may be dissolved at any time upon the consent of all
Partners. The partners shall, as soon as reasonably practicable, liquidate and
wind up the affairs of the Partnership
FRANCHISING CONTRACT

This agreement is made and effective on 25th December, 2020

Between COMPANY A (Franchisor), organizing and existing under the laws of
Vietnam, with office located at ………………….
And ………………..(Franchisee), an individual with the address of
………………….
The parties agree as follows:
A. IP/System Licensed: THE FRANCHISOR shall ensure that the IP Rights have
been registered for the country where franchising business will operate

1. Trademarks/Trade Name/ Secret:

Franchisor grants a license to use the following trademarks to
Franchisee: ______

2. Manual 
The Franchisor shall be entitled to update the Manual from time to
time. The Franchisee shall conform to such modifications within a
reasonable delay from receipt of the update.
The Franchisee acknowledges that the Manual and all such additional
and supplemental materials shall at all times remain the sole and
exclusive property of the Franchisor.

3. Training: 
● Franchisor shall provide initial training to instruct the Franchisee in
the system
● The initial training shall be attended by not less than ______
individuals  over period of _____ days, on the dates and at locations
determined by franchisor. 
● The costs of such training shall be borne by the Franchisor, save the
travelling and accommodation expenses of the individuals, which
shall be borne by the Franchisee.
4. Further Assistance:
 ● The Franchisor shall provide adequate support for _____ working
days of on-site pre-opening and opening supervision and assistance.
● A representative of the Franchisor shall meet with the Franchisee at
the latter’s Premises not less than ______ time in each year during the
term of the Contract.
● The Franchisor shall be responsive to the Franchisee’s reasonable for
assistance and guide
B. Premises

5. Mutual Selection: The Franchisee must not operate at the Premises,

use any of the IP rights from or at any location, or make any
commitments about a location until the Franchisee has the
Franchisor’s written Premises acceptance. The Franchisor will not
unreasonably withhold acceptance. All matters related in any way to
the Franchisee’s selected location are the Franchisee’s sole
responsibility.
6. Franchise on lease: If the franchisee is terminated or self withdraws
from the franchise, the franchisor would then need the ability to take
over at that premise and put another franchisee in. If for any reason
the franchisee cannot or does not continue the premises lease
agreement, the lesser agrees to allow the franchise or to do so or select
another franchisee to do so.
C. Payment

7. Initial Fee: In consideration of the rights to use the Franchisor’s

System, the Franchisee shall pay Franchisor an initial franchise fee of
_______
Royalties: In consideration of the rights to use the Franchisor’s
System, the Franchisee shall pay Franchisor a royalty equal to
_______% of the Gross Sales.

D. Term
8. Renewal: This Contract shall be automatically renewed for successive
periods of ___ years, unless terminated by either party by notice given
in writing.

E. Termination

9. Notice and Immediate: Each party may terminate this Contract with
immediate effect, by notice given in writing
In all cases where the material breach occurs, the terminating party
will give the breaching party 30 days to remedy the breach after which
the termination will become effective if the breach has not been cured
within said term.