SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom - Happiness

———o0o——–

MEMORANDUM OF UNDERSTANDING BETWEEN OPENAI AND

MICROSOFT

– Based on the provisions of the 2015 Civil Code promulgated by the National Assembly
of the Socialist Republic of Vietnam;

– Based on the actual situation, capacity, and needs of the two parties

– Based on the spirit of honesty and goodwill cooperation of the parties

Today, March 13th, 2023, in Ho Chi Minh City, we include:

OpenAI Company (party A), including representatives with the following names:

1. Ms. Pham Duong My Duyen OpenAI CFO

2. Ms. Nguyen Thi Thu OpenAI Government Relations Manager
3. Ms. Nguyen Vuong Anh OpenAI Legal Counsel

– Headquarters: USA

– Contact: contact@openai.com

Microsoft Vietnam Limited Liability Company (party B), including representatives with
the following names:

1. Ms. Doan Thi Hang Ni Managing Director (Protagonist)

2. Ms. Pham Trieu Nghi Business Development Manager
3. Ms. Nguyen Thi Ngoc Anh Chief Legal Officer
4. Ms. Nguyen Tran Phuong Khanh Secretary of Managing Director
– Headquarters: USA

– Contact: 1-800-642-7676

The parties agree to sign an MoU with the following terms:

Article 1: Purpose

Party A agrees with Party B to invest capital in the e-government system and other
business activities in accordance with the law.

Article 2: Investment capital and capital implementation

Party B invests 10,000,000 USD for Party A

(In words: Ten billion US dollars)

Equivalent to party B will have 75% shares of party A

Article 3: Investment Implementation

Party A and Party B will jointly cooperate and invest in the e-government system in
Vietnam. Both sides will work together to invent software that will help the government
manage people's information and the information will be better encrypted.

Article 4: Organization of business activities

The government will use “Softdoor” for free for the first 2 years to aggregate
information from the public and popularize information about “Softdoor”. This means
that Open AI and Microsoft will not pay taxes in this area for 2 years.

For businesses that are interested in using “Softdoor” to manage employees, they can
rent our software at a cost of 200,000 VND/ department (limited from 15 to 20 people). If
the business needs to manage more than 20 people, please contact OpenAI company for
more information.

Article 5: Responsibilities of the two parties

5.1. Rights and obligations of Party A:

1. To get profits from cooperative activities.

2. Participating in decision-making issues related to the performance of the MoU, and

supervising cooperation activities.

3. Compensate for damage to other cooperative members caused by Party A.

4. Perform other rights and obligations under the MoU.

Civil liability of cooperative members:

The cooperative members take common civil liability by common property; if the
common property is not enough to perform a common obligation, a cooperative member
shall be liable for their own property in proportion to their contribution, unless the MoU
or law has other regulations.

5.1. Rights and obligations of Party B:

1. To get profits from cooperative activities.

2. Participating in decision-making issues related to the performance of the MoU, and

supervising cooperation activities.

3. Compensate for damage to other cooperative members caused by Party A.

4. Perform other rights and obligations under the MoU.

Civil liability of cooperative members:

The cooperative members take common civil liability by common property; if the
common property is not enough to perform a common obligation, a cooperative member
shall be liable for their own property in proportion to their contribution, unless the MoU
or law has other regulations.

Article 6: Intellectual Property Rights

The parties agree on the content of intellectual property rights arising from and related to
the business cooperation activities of the two parties as follows:

1. The parties agree that all intellectual property rights in and to the products,
services,and/or materials created or developed by either party related to this MoU will
remain the sole and exclusive property of the party that created or developed them.

2. The parties agree that any intellectual property rights in and to the products, services
and/or materials created or developed by either party related to this MoU shall not be
used by another party for any purpose other than that expressly permitted in this MoU.

3. The parties agree that any intellectual property rights in and to the products, services
and/or materials created or developed by either party related to this MoU shall be a non-
transferable license or transfer to any third party without the prior written consent of the
other party.

4. The parties agree that any intellectual property rights in and to the products, services
and/or materials created or developed by either party related to this MoU shall be subject
to the law of the jurisdiction in which the MoU is signed.

5. The parties agree that any intellectual property rights in and to the products, services
and/or materials created or developed by either party related to this MoU shall be
protected from infringement, arrogate or other unauthorized use.

6. The parties agree that any intellectual property rights in and to the products, services
and/or materials created or developed by either party related to this MoU shall be
indemnified by the other party in the event of any infringement, arrogate or other
unauthorized use.

Article 7: Profit sharing from business activities

Based on the invested capital, Party B will get 75% of the total profit.

Article 8: Term of the MoU

The term of cooperation is 5 (five) years starting from March 13th, 2023, to the end of
March 13, 2028. The time can be extended according to the agreement of the two parties.

Article 9: Termination and liquidation the MoU

The MoU is terminated due to objective reasons:

The MoU may have to be terminated when it is necessary to enforce a decision or

decision following the law of an authorized state agency.

Article 10. Unilateral contract termination:

The two parties commit to strictly implement the terms stated in this contract, neither
party unilaterally terminates the contract before the time limit if there is no fault or
serious breach of the contract of the other party. The unilateral termination of the contract
may occur in some of the following cases:

10.1 MoU termination due to Party B's fault:

In the event that either party is in breach of any of the terms and conditions of this
contract, the other party may terminate the contract unilaterally. The party in breach shall
be notified in writing of the breach and shall have thirty (30) days to remedy the breach.
If the breach is not remedied within the thirty (30) day period, the other party may
terminate the contract unilaterally. The party in breach shall be liable for any damages
incurred by the other party as a result of the breach.

10.2. MoU termination due to Party A's fault:

In the event that either party is in breach of any of the terms and conditions of this
contract, the other party may terminate the contract unilaterally. The party in breach shall
be notified in writing of the breach and shall have thirty (30) days to remedy the breach.
If the breach is not remedied within the thirty (30) day period, the other party may
terminate the contract unilaterally. The party in breach shall be liable for any damages
incurred by the other party as a result of the breach.
Article 11: Obligation to buy insurance, indemnify and receive compensation

1. The parties agree to purchase insurance coverage for any losses or damages that may
arise from the performance of their obligations under this contract.

2. The parties agree to indemnify each other for any losses or damages that may arise
from the performance of their obligations under this contract.

3. The parties agree to receive compensation for any losses or damages that may arise
from the performance of their obligations under this contract.

4. The parties agree to pay all premiums and other costs associated with the insurance
coverage purchased under this contract.

5. The parties agree to provide all necessary information to the insurance company in
order to obtain insurance coverage.

6. The parties agree to comply with all terms and conditions of the insurance policy
purchased under this contract.

7. The parties agree to notify the insurance company of any changes to the information
provided in order to obtain insurance coverage.

8. The parties agree to provide prompt notice to the insurance company of any claims or
losses that may arise from the performance of their obligations under this contract.

Article 12: Transfer of contributed capital

The transfer of contributed capital shall be carried out following the following terms:

1. The transferor transfers the contributed capital to the transferee with the amount
payable in full at the time of transfer.
2. The transferor must provide the recipient with a written declaration of the amount
of capital contribution transfer.

3. The transferee must provide the transferor with a written receipt for the transfer of
the contributed capital.

4. The transferor is responsible for taxes and fees related to the transfer of the
contributed capital.

5. The transfer will be completed within the time frame of the signing of this
agreement.

6. The transferor bears all costs related to the transfer of the contributed capital.

7. The transferor is responsible for indemnifying the receiver of any claim or liability
arising from the transfer of the contributed capital.

8. The transferor is responsible for providing the recipient with all necessary papers
and information related to the transfer of the contributed capital.

9. The transferor bears all legal costs related to the transfer of the contributed capital.

10. The transfer of capital contribution is subject to all applicable laws and regulations.

Article 13. General Terms

13.1. This contract is constructed and governed by the laws of the Socialist Republic of
Vietnam.
13.2. The two parties commit to implementing all the terms committed in the contract.
Any party who breaches the contract causing damage to the other party (except in the
case of force majeure), must compensate for all damage caused and be fined for breach of
the contract equal to 50% of the contract value.

In the course of contract performance, if either party has difficulties or obstacles, it must
notify the other party within 01 month from the date of difficulties and obstacles.

13.3. The parties are responsible for promptly informing each other of the progress of the
work. Ensure confidentiality of all information related to the production and business
process.

All amendments and supplements to this contract must be made in writing and signed by
both parties. The addendums are an integral part of the contract.

13.4 All disputes arising during contract performance shall be settled first through
negotiation and conciliation, if conciliation fails, the dispute will be resolved at a
competent court.

Article 14: Contract validity

This contract is made into 04 (four) identical copies and has the same value, each party
keeps 02 (two) copies for enforcement. The parties sign to confirm that they have read
and agree to all the content and terms as mentioned above.

Party A’s reprensetative Party B’s reprensetative