Thỏa Thuận Hợp Tác Liên Doanh

CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM

Độc lập - Tự do - Hạnh phúc

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THỎA THUẬN HỢP TÁC LIÊN DOANH

(Letter of Agreement for Joint Venture Cooperation)

Số: ..............

- Căn cứ Bộ luật Dân sự số 91/2015/QH13 được Quốc hội nước Cộng hòa Xã hội Chủ nghĩa Việt Nam thông qua ngày 24 tháng 11 năm 2015;- Căn cứ Luật Doanh nghiệp số 59/2020/QH14 được Quốc hội nước Cộng hòa Xã hội Chủ nghĩa Việt Nam thông qua ngày 17 tháng 6 năm 2020;- Căn cứ Luật Đầu tư số 143/2025/QH15 được Quốc hội nước Cộng hòa Xã hội Chủ nghĩa Việt Nam thông qua ngày 21 tháng 11 năm 2025;- Căn cứ Luật Sở hữu trí tuệ số 50/2005/QH11, được sửa đổi, bổ sung bởi Luật số 36/2009/QH12, Luật số 42/2019/QH14 và Luật số 07/2022/QH15;- Căn cứ Luật Chuyển giao công nghệ số 07/2017/QH14 được Quốc hội nước Cộng hòa Xã hội Chủ nghĩa Việt Nam thông qua ngày 19 tháng 6 năm 2017;- Căn cứ vào nhu cầu và khả năng của các Bên.Hôm nay, ngày .............. tháng .............. năm .............., tại .............., chúng tôi gồm có:

BÊN A (BÊN GÓP VỐN BẰNG TÀI SẢN, HOẠT ĐỘNG KINH DOANH):

Tên doanh nghiệp: ..............

Địa chỉ trụ sở chính: ..............

Mã số doanh nghiệp: ..............

Đại diện bởi: ..............

Chức vụ: ..............

Số CCCD: .............. Cấp ngày: .............. Nơi cấp: ..............

Số điện thoại: ..............

Email: ..............

Tài khoản ngân hàng: .............. tại ..............

(Sau đây gọi tắt là “Bên A”)

BÊN B (BÊN GÓP VỐN BẰNG CÔNG NGHỆ, CHUYÊN MÔN):Tên doanh nghiệp: ..............Địa chỉ trụ sở chính: ..............

Mã số doanh nghiệp/Đăng ký kinh doanh: ..............

Đại diện bởi: ..............

Chức vụ: ..............

Số CCCD/Hộ chiếu: .............. Cấp ngày: .............. Nơi cấp: ..............

Số điện thoại: ..............Email: ..............

Tài khoản ngân hàng: .............. tại ..............(Sau đây gọi tắt là “Bên B”)

Sau khi bàn bạc, thảo luận trên tinh thần hợp tác, thiện chí, hai Bên thống nhất ký kết Thư Thỏa Thuận Hợp Tác Liên Doanh (“Thỏa Thuận”) này với các điều khoản và điều kiện như sau:

ĐIỀU 1. ARTICLE 1. DEFINITIONS AND INTERPRETATION

In this Agreement, the following words and phrases shall be construed as follows:

1. “Joint Venture Company” means a limited liability company with two or more members or a joint-stock company to be established in Vietnam by Party A and Party B in accordance with the terms of this Agreement and the laws of Vietnam.

2. “Technology” means the entire software system, source code, algorithms, processes, technical documents, know-how, and other related intellectual property assets legally owned by Party B and committed to be contributed to the Joint Venture Company.

3. “Customer Database” means the collection of information about existing and potential customers that Party A has built, legally owns, and commits to contribute to the Joint Venture Company, including but not limited to contact information, transaction history, and other related data.

4. “Business Operations” means all business activities and business programs related to the field of cooperation that Party A is currently operating and will transfer to the Joint Venture Company.

5. “Capital Contribution” means assets in the form of cash or in-kind, intellectual property rights, technology, land use right value, and other assets that can be valued in Vietnam Dong, which each Party commits to contribute to form the charter capital of the Joint Venture Company.

6. “Effective Date” means the date on which this Agreement is signed by the authorized representatives of both Parties.

7. “Confidential Information” means any information related to the business, financial, technical, technological, strategic, or customer data of a Party or the Joint Venture Company disclosed to the other Party, whether in written, electronic, or oral form.

ĐIỀU 2. ARTICLE 2. OBJECTIVES AND SCOPE OF THE JOINT VENTURE

1. Objective: The Parties agree to cooperate to establish and operate a Joint Venture Company in Vietnam for the purpose of conducting business in the field of ............... The main objective is to combine Party A's strengths in the market, customer database, and operational capacity in Vietnam with Party B's strengths in technology, source code, and technical expertise to create highly competitive products/services, maximize profits, and achieve sustainable development.

2. Scope:

a) The Joint Venture Company will conduct research, development, production, business, marketing, and distribution of products/services in the field mentioned in Clause 1 of this Article in the Vietnamese market and may expand to other markets in the future as decided by the Board of Members/Board of Directors.

b) The scope of cooperation includes, but is not limited to, Party A providing market and operational resources, while Party B provides the technology platform and technical support.

3. Proposed Information of the Joint Venture Company:

a) Proposed company name: ..............

b) Legal form: .............. (Limited Liability Company with two or more members or Joint Stock Company)

c) Proposed registered head office address: ..............

ĐIỀU 3. ARTICLE 3. CAPITAL, CAPITAL CONTRIBUTION RATIO, AND FORM OF CAPITAL CONTRIBUTION

1. Total charter capital: The proposed total charter capital of the Joint Venture Company is .............. VND (In words: .............. dong). The official charter capital amount will be agreed upon by the Parties and recorded in the Company's Charter.

2. Capital contribution ratio: The Parties agree on the capital contribution ratio to the charter capital of the Joint Venture Company as follows:

a) Party A: Contributes an amount equivalent to ......% of the charter capital.

b) Party B: Contributes an amount equivalent to ......% of the charter capital.

3. Form and valuation of capital contribution:

a) Party A's capital contribution: Party A's capital contribution will be made in the following forms:

· Non-cash assets: Including the entire value of the Customer Database, existing Business Operations, and related business programs. These assets will be valued by an independent, qualified valuation organization jointly selected and agreed upon by both Parties.

· Cash: The remaining amount after the valuation of non-cash assets (if any) to ensure the full ......% of the charter capital.

b) Party B's capital contribution: Party B's capital contribution will be made in the following forms:

· Non-cash assets: Including the entire value of the Technology, source code, and related intellectual property assets. These assets will also be valued by the independent valuation organization mentioned in point a of this clause.

· Costs for expert personnel: A portion or all of the salary and related expenses for experienced experts sent by Party B to work, train, and transfer technology to the Joint Venture Company in the initial phase may be agreed upon by both Parties to be offset against Party B's capital contribution, after being valued and approved.

4. Timeline and process for capital contribution:

a) The Parties commit to contribute the full and timely amount of capital as committed within 90 days from the date the Joint Venture Company is issued the Enterprise Registration Certificate.

b) The valuation of non-cash contributed assets must be completed before submitting the application for the establishment of the Joint Venture Company. The valuation costs will be shared between the Parties according to their capital contribution ratio.

c) After the capital contribution, the Joint Venture Company will issue a Certificate of Capital Contribution or a Register of Shareholders to the respective Parties.

ĐIỀU 4. ARTICLE 4. RIGHTS AND OBLIGATIONS OF THE PARTIES

1. Rights and obligations of Party A:

a) Obligations:

· To contribute the full and timely capital share equivalent to ......% of the charter capital as stipulated in Article 3.

· To hand over the Customer Database and Business Operations to the Joint Venture Company completely, accurately, and as committed.

· To be primarily responsible for the operation, daily management, business development, marketing, and sales of the Joint Venture Company in the Vietnamese market.

· To be responsible for carrying out the necessary legal procedures to establish and operate the Joint Venture Company in Vietnam.

· To bear ......% of the initial costs for establishing the Company (valuation fees, legal fees, state fees, etc.) and the subsequent operating costs of the Joint Venture Company.

· To cooperate closely with Party B in all matters related to the operation of the Joint Venture Company.

b) Rights:

· To receive ......% of the after-tax profits and other financial benefits of the Joint Venture Company.

· To have voting rights corresponding to ......% of the contributed capital in the Board of Members/General Meeting of Shareholders to decide on matters of the Joint Venture Company in accordance with the law and the Company's Charter.

· To have the right to nominate personnel for key management positions as agreed in Article 5.

2. Rights and obligations of Party B:

a) Obligations:

· To contribute the full and timely capital share equivalent to ......% of the charter capital as stipulated in Article 3.

· To transfer the entire Technology, source code, and related technical documents to the Joint Venture Company according to a specific schedule agreed upon by both Parties.

· To provide experienced experts to carry out the installation, operation, training, and technology transfer to the personnel of the Joint Venture Company.

· To ensure the transferred Technology operates stably, safely, securely, and to provide necessary technical support, updates, and upgrades throughout the cooperation.

· To bear ......% of the initial costs for establishing the Company and the subsequent operating costs of the Joint Venture Company.

· To cooperate closely with Party A to ensure the success of the Joint Venture Company.

b) Rights:

· To receive ......% of the after-tax profits and other financial benefits of the Joint Venture Company.

· To have voting rights corresponding to ......% of the contributed capital in the Board of Members/General Meeting of Shareholders.

· To have the right to participate in and make decisions on matters related to technology strategy, product development, and technical issues of the Joint Venture Company.

· To have the right to nominate personnel for key technical and technology positions as agreed in Article 5.

ĐIỀU 5. ARTICLE 5. MANAGEMENT AND OPERATIONAL STRUCTURE

1. Highest decision-making body: The highest decision-making body of the Joint Venture Company shall be the Board of Members (for an LLC) or the General Meeting of Shareholders (for a JSC).

2. Board of Members/Board of Directors:

a) The Board of Members/Board of Directors will consist of .............. members. Party A has the right to nominate .............. members and Party B has the right to nominate .............. members.

b) The voting rights of each member will correspond to the capital contribution ratio of the nominating Party.

c) Ordinary decisions shall be passed when approved by votes representing at least ......% of the total contributed capital. The following particularly important decisions require the consensus of both Parties (passed by votes representing 100% of the total contributed capital):

· Amending or supplementing the Company's Charter.

· Changing the business lines and scope of activities.

· Reorganizing, dissolving, or filing for bankruptcy of the Company.

· Deciding on investment projects or contracts for the purchase or sale of assets valued at 50% or more of the Company's total asset value.

· Changing the charter capital structure.

3. Board of Directors and key management positions:

a) Director/General Director: To be nominated by Party A and appointed by the Board of Members/Board of Directors. The Director/General Director will be the legal representative of the Joint Venture Company and responsible for managing daily business operations.

b) Deputy Director in charge of Technology (CTO): To be nominated by Party B and appointed by the Board of Members/Board of Directors. This person is responsible for all aspects related to technology, engineering, and product development.

c) Chief Accountant: To be nominated by Party A and appointed by the Board of Members/Board of Directors.

d) The standards, rights, and obligations of the management positions will be detailed in the Company's Charter and internal regulations.

ĐIỀU 6. ARTICLE 6. CONFIDENTIALITY

1. Each Party undertakes to keep confidential and not to disclose to any third party, nor to use for any purpose other than the purpose of this Agreement, any Confidential Information received from the other Party or related to the Joint Venture Company.

2. The scope of Confidential Information includes but is not limited to: Technology, source code, Customer Database, the terms of this Agreement, business plans, marketing strategies, financial information, trade secrets, and any other information marked as “confidential” or which is by its nature confidential.

3. The confidentiality obligation shall not apply to information that:

a) Is or becomes publicly known through no fault of the receiving Party.

b) Was known to the receiving Party prior to its disclosure without any obligation of confidentiality.

c) Is required to be disclosed by law or by a competent state authority. In this case, the requested Party must immediately notify the other Party before disclosure.

4. The confidentiality obligation shall be effective from the Effective Date and shall last for a period of five (05) years after this Agreement is terminated or superseded.

ĐIỀU 7. ARTICLE 7. PENALTIES FOR BREACH AND COMPENSATION FOR DAMAGES

1. Cases of breach: A Party is considered to be in breach of the Agreement if it fails to perform or performs incompletely or improperly any of its committed obligations, including but not limited to:

a) Delaying or failing to contribute sufficient capital as committed.

b) Failing to transfer or transferring incompletely or with incorrect quality the Technology or Customer Database.

c) Disclosing Confidential Information contrary to the provisions of Article 6.

d) Unilaterally taking actions that harm the establishment or operation of the Joint Venture Company.

2. Sanctions:

a) In the event a Party breaches its capital contribution obligation, that Party shall be subject to a penalty equivalent to ......% of the value of the delayed capital contribution for each day of delay, but the total penalty shall not exceed 8% of the value of the breached capital contribution.

b) For other breaches, the breaching Party shall be subject to a fine agreed upon by both Parties depending on the severity of the breach, but not less than .............. VND.

c) The application of penalties does not affect the right of the non-breaching Party to claim compensation for all actual damages arising from the breach of the other Party. Damages include both direct losses and reasonable costs incurred to prevent and remedy the consequences.

ĐIỀU 8. ARTICLE 8. TERMINATION OF THE AGREEMENT

1. This Agreement shall terminate in the following cases:

a) The Parties have completed the signing of the Joint Venture Contract and the Company's Charter. In that case, this Agreement will be automatically superseded by those documents.

b) The Parties mutually agree in writing to terminate the Agreement.

c) One of the Parties seriously breaches its obligations under this Agreement and fails to remedy the breach within 30 (thirty) days from the date of receipt of a written notice from the other Party.

d) The application for the Enterprise Registration Certificate for the Joint Venture Company is rejected by the competent state authority and cannot be rectified.

e) A force majeure event occurs and lasts for more than 60 (sixty) days, making it impossible for the Parties to continue to perform the Agreement.

2. Legal consequences of termination:

a) The termination of the Agreement does not affect the rights and obligations that have arisen before the termination date.

b) The Parties are obliged to return to each other all documents and information received during the negotiation process.

c) The provisions on confidentiality (Article 6) and dispute resolution (Article 10) shall remain in effect after the termination of the Agreement.

ĐIỀU 9. ARTICLE 9. FORCE MAJEURE

1. A force majeure event is an event that occurs objectively, is unforeseeable, and cannot be overcome despite applying all necessary measures and capabilities, including but not limited to: natural disasters, fires, floods, wars, riots, strikes, changes in the policies and laws of the State of Vietnam.

2. When a Party is unable to perform its obligations due to a force majeure event, that Party must immediately notify the other Party in writing within 07 (seven) days from the date of the event. The notice must specify the event, the measures taken to overcome it, and the expected duration.

3. The Party affected by the force majeure event will be temporarily suspended from performing its obligations during the event, but will not be completely exempted from its obligations unless otherwise agreed by the Parties.

ĐIỀU 10. ARTICLE 10. GENERAL PROVISIONS

1. Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam.

2. Dispute Resolution: Any dispute arising from or related to this Agreement shall first be resolved through negotiation and conciliation in a spirit of friendship and cooperation. If within 30 (thirty) days from the date one Party sends a notice of dispute to the other Party, the two Parties cannot resolve it themselves, the dispute shall be brought to the competent People's Court in .............. for resolution. The Court's judgment shall be final and binding on the Parties.

3. Language: This Agreement is made in Vietnamese. Any translation into another language (if any) is for reference only. In case of any discrepancy, the Vietnamese version shall prevail.

4. Effectiveness: This Agreement is effective from the date of signing by the authorized representatives of both Parties and shall be the binding legal basis for the Parties to proceed with the next steps to establish the Joint Venture Company. The Agreement will terminate when it is superseded by the Joint Venture Contract and the Company's Charter.

5. Amendments and Supplements: Any amendments or supplements to this Agreement must be made in writing in the form of an appendix and signed by the authorized representatives of both Parties. The appendices are an integral part of the Agreement.

6. Number of copies: This Agreement is made in .............. original copies of equal legal validity, with each Party keeping .............. copies for implementation.

 

                      ĐẠI DIỆN BÊN A                                           ĐẠI DIỆN BÊN B

      (Ký, ghi rõ họ tên; đóng dấu nếu có)           (Ký, ghi rõ họ tên; đóng dấu nếu có)