FORM OF BUSINESS COOPERATION CONTRACT

SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

……., day…. may …….

CONTRACT OF BUSINESS COOPERATION

Number: … ../ HDHTKD

Today, day … month … year … at ………………, we include:

Company …………………………… (hereinafter referred to as Party A):

Headquarters: …………………………………………………………………… ……

Business Registration Certificate No .: ………………….…. ……… ..do Business Registration Office – Department of Planning and Investment …………………………. ……… issued date: ………… …………………… .. …… ..;

Account number: ………………………………………………………………

Phone: …………………………………………………………………

Representative: ………………………………………………………………………

Position: ……………………………………………………………………………

Company …………………………… (hereinafter referred to as Party A):

Headquarters: …………………………………………………………………… ……

Business Registration Certificate No .: ………………….…. ……… ..do Business Registration Office – Department of Planning and Investment …………………………. ……… issued date: ………… …………………… .. …… ..;

Account number: ………………………………………………………………

Phone: …………………………………………………………………

Representative: ………………………………………………………………………

Position: ……………………………………………………………………………

Agree to sign this business cooperation contract with the following terms and conditions:

Article 1. Purpose of contract and scope of cooperation

1.1. Purpose of the contract

Party A and Party B agreed to work together ……………………………………………

1.2. Scope of cooperation

The two sides work together to do business, manage, and manage business activities to generate profits

– Co-operation scope of Party A ……………………….

– Co-operation scope of Party B ……………………….

Article 2. Contract term

The term of cooperation is ……. (Five) years starting from the date… .. month …… year …… to the end of the day …… .. month …… ..year ……. The above time limit may be extended upon agreement of both parties.

Article 3. Capital contribution and distribution of business results

3.1. Capital contribution

Party A contributes capital in: ……… .. equivalent to the amount of ………………….

Party B contributes capital in: ……… .. equivalent to the amount of ……………… …

3.2. Division of business results

3.2.1. Distribution ratio: Profit from business activities is divided as follows:

Party A is entitled to … %,

Party B is entitled to … ..%.

The distributed profit is the profit after deducting all expenses and fulfilling obligations to the State.

3.2.2. Time of profit sharing: Profit is shared by the parties on ……………

3.2.3. Where business activities incur losses: The two parties must agree to resolve, in case the agreement is not reached, they will be divided into the ratio of capital contribution to offset costs and continue business activities.

Article 4. Financial principles

The two parties must comply with the principles of accounting and finance in accordance with the accounting laws of the Socialist Republic of Vietnam.

All revenues and expenditures for business activities must be clearly, fully and truthfully recorded.

Article 5. The Executive Board of business activities

The two sides will set up an Executive Board of business activities including … of which Party A will appoint …, Party B will appoint … representatives when it is necessary to make decisions related to the cooperation content prescribed in This contract. Any decision of the Executive Board will be approved when at least two members agree.

Party A’s representative is: ………………………………… – Position: …………………

Party B’s representative is: ……………………………… – Position: ……………………

The head office of the executive board is located at: ………………………………………………………

Article 6. Rights and obligations of Party A

6.1. Party A’s rights

………………………………………………………………………………………

…. ……………………………………………………………………………………

6.2. Obligations of Party A

………………………………………………………………………………………

………………………………………………………………………………………

Article 7. Rights and obligations of Party B

7.1. Party B’s rights

………………………………………………… ….. …………………………………

………………………………………………………………………………………

7.2. Obligations of Party B

………………………………………………………………………………………

………………………………………………………………………… ………….. ……

Article 8. General provisions

8.1. This contract is construed and governed by the laws of the Socialist Republic of Vietnam.

8.2. The two parties commit to perform all the terms committed in the contract. The party violating the contract causes damage to the other party (except in the case of force majeure), must compensate for all damage occurred and be subject to a contract violation penalty equal to 10% of the contract value.

In the course of contract performance, if either party has difficulties, it must notify the other party within 1 (one) month from the date of difficulty.

8.3. The parties are responsible for timely information to each other on the progress of 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 annexes are an integral part of the contract.

8.4. All disputes arising in the course of contract performance shall be firstly settled through negotiation and conciliation. If conciliation fails, the dispute shall be settled at the competent court.

Article 9. Contract validity

9.1. The contract terminates at the end of the contract as prescribed in Article 2 of this Contract or other cases as prescribed by law. At the end of the contract, the two parties will make a record of contract liquidation.

9.2. This contract consists of … pages, which cannot be separated from each other, made into … copies in Vietnamese, each party keeps … copies of the same validity and takes effect from the date of signing.

REPRESENTED BY PART A                                                             REPRESENTED BY PART B

(Sign, full name)                                                                                        (Sign, full name)

 

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