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Law No. 07/2017/QH14 of June 19, 2017, on Technology Transfer

 Law No. 07/2017/QH14 of June 19, 2017, on Technology Transfer

THE NATIONAL

ASSEMBLY

---------

THE SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

-------------

Law No.: 07/2017/QH14 Hanoi, June 19, 2017

LAW

ON TECHNOLOGY TRANSFER

Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Law on Technology Transfer.

Chapter I

GENERAL PROVISIONS

Article 1. Governing scope

This Law provides for the transfer of technologies in Vietnam, from foreign

countries to Vietnam and from Viet Nam to abroad; rights and obligations of

organizations and individuals engaged in technology transfer activities; appraisal of

technologies in investment projects; technology transfer contracts; measures to

promote technology transfers, development of the science and technology market;

State management of technology transfer.

Article 2. Interpretation of terms

In this Law, these the following terms shall be construed as below:

1. Technical Know-how means the information which is accumulated or

discovered during the process of research, production or business, which is decisive

factor to the quality and competitiveness of technologies and technological products.

Technical Know-how includes technical know-how and technological know-how.

2. Technology means a technical solution, process or know-how, which may or

may not be associated with a mean or tool to convert resources into products.

3. Advanced technology means a technology which has a technological level

higher than that of existing technologies of the same type in Vietnam, and has been

applied in reality to improve productivity and quality of products which are

outstanding and environmentally-friendly.

4. New technology means a technology which is created or applied in Vietnam or

in the world for the first time, has the technological level higher than that of existing

technologies of the same type in Vietnam, environmentally-friendly, practical in

reality and capable of improving productivity and quality of products.

5. Clean technology means a technology which generates environmental pollutants

at low levels as stipulated by laws on technical standards and regulations, and uses

less non-renewable resources than existing technologies.

6. High technology means a technology which has a high content in scientific

research and technological development; is integrated from modern scientific and

technological achievements; creates products which has high quality, outstanding

features, high added value and environmental friendliness; plays key role in forming

new manufacturing or service industry or modernizing an existing production lines or

services.

7. Technology transfer means the transfer of the right to own or the right to use a

technology from the party that has the right to transfer the technology to a technology

transferee.

8. Domestic technology transfer means the transfer of technologies which is

carried out within the territory of Vietnam.

9. Transfer of technology from abroad into Vietnam means the transfer of

technologies across borders to the territory of Vietnam.

10. Transfer of technology from Vietnam to abroad means the transfer of

technologies from the territory of Vietnam across borders to foreign countries.

11. Commercialization of results of scientific research and technological

development means the exploitation, perfection, application, transfer or other activities

related to scientific research and technological development results for profit

purposes.

12. Technology incubation means the process to create, perfect and commercialize

technologies from technological ideas or scientific research and technological

development results or from unfinished technologies through assistance activities in

terms of necessary technical infrastructure, resources and services.

13. Science and technology business incubation means the process to establish and

develop science and technology businesses through assistance activities in terms of

necessary technical infrastructure, resources and services.

14. Technology incubator or science and technology business incubator is a

facility that provides conditions as required by law such as necessary technical

infrastructure, resources and services to serve for technology incubation or science

and technology business incubation.

15. Technology innovation means the partial or full replacement of an existing

technology by another one to improve productivity, quality and competitiveness of

products.

16. Decoding technology means that process of discovering technological

principles through researching and analyzing the structure, functions and operation of

a device, object or system which needs to be decoded in order to maintain, operate,

improve or make a new device, object or system that has equivalent functions or

meets requirements defined in the national technical standards and regulations.

17. Technology evaluation means the determination of the level, economic benefits

as well as environmental and socio-economic impacts of a technology.

18. Technology valuation means the process of appraising the monetary value of a

technology by a technology valuation authority or organization in conformity with the

market price at a certain place and time to serve for specific purposes in accordance

with applicable valuation standards.

19. Technology appraisal means the determination of technological criteria of a

technology to be achieved during its application against those agreed upon by the

parties.

20. Technology transfer brokerage means activities to assist involved parties in

seeking partners to carry out technology transfer.

21. Technology transfer consultancy means activities to assist involved parties in

selecting and applying technologies; collecting information about technology, patents

and scientific research and technological results; negotiating, signing and performing

technology transfer contracts.

22. Technology transfer promotion means activities to create and seek

opportunities for technology transfer; provide technology advertisement, exhibition

and introduction services; organize technology marketplaces, fairs and exhibitions,

matching points for technology supply and demand and technology transaction

centers.

Article 3. State policies on technology transfer

1. To ensure the lawful rights and interests of, create favorable conditions for

organizations and individuals engaged in technology transfer activities; develop the

science and technology market and the national innovation system which focuses on

enterprises; improve the national technological level and potentials in order to ensure

the national defense, security and rapid and sustainable socio-economic development.

2. To diversify forms and methods of technology transfer; encourage technology

transfer from various sources.

3. To prioritize the transfer of high technologies, advanced technologies, new

technologies, clean technologies and technologies serve ford for the development of

national key and important products, and technologies serve ford for the national

defense and security both from abroad into Vietnam and domestic technology transfer;

allocate adequate resources for technology transfer activities in agriculture and rural

development; attach special importance to technology transfer activities in

geographical areas stricken by difficult or extremely difficult socio-economic

conditions.

4. To support technological ideas, innovation start-ups, technology incubation, and

science and technology business incubation; activities of technology application and

innovation, connect scientific research and technological development organizations

and training units or production units; attach special importance to commercializing

domestic scientific research and technological development results and developing

science and technology market intermediary organizations.

5. To promote the transfer of advanced technologies and high technologies from

abroad into Vietnam; encourage the technology transfer from Vietnam to abroad;

attach special importance to disseminating advanced technologies and high

technologies from foreign-invested enterprises to domestic enterprises; promote

innovation campaigns of organizations and individuals.

6. To prevent and eliminate obsolete technologies and other technologies which

have negative influence on the socio-economic development, national defense and

security, environment and human health.

Article 4. Transferable subject matters of technology

1. Transferrable subject matters of technology is part or the whole of a technology

of the following types:

a) Technical know-how and technological know-how;

b) Technological plans and process; technical solutions, parameters, drawings, or

diagrams; formulae, computer software and data information;

c) Solutions for production optimization and renovation of technologies;

d) Equipment and machinery accompanying one of the transferable subject matters

of technology mentioned in Point a, b and c of this Clause.

2. In case the transferable subject matter of technology specified in Clause 1 of this

Article is subject to intellectual property (IP) rights protection, the transfer of the

intellectual property rights shall be carried out in accordance with regulations

stipulated in the Law on Intellectual Property.

Article 5. Forms of technology transfer

1. Independent technology transfer contract.

2. Technology transfer component in the following cases:

a) Investment projects;

b) Capital contribution by technology;

c) Franchise agreements;

d) Transfer of IP rights;

đ) Purchase and sale of machinery and equipment stipulated in Point d Clause 1 of

Article 4 of this Law.

3. Other forms of technology transfer as provided for by law.

4. The technology transfer stipulated in Clause 1 and Point b Clause 2 of this

Article must be in forms of contracts; the technology transfer stipulated in Points a, c,

d and đ Clause 2 and Clause 3 of this Article shall be in forms of contracts or articles,

clauses or appendixes of contracts or dossiers of investment projects which include

contents stipulated in Article 23 of this Law.

Article 6. Methods of technology transfer

1. Transfer of documents relating to technology.

2. Provision of training for the party to receive a technology to understand and

master the technology within an agreed duration of time.

3. Sending of experts who provides technical support for the party to receive a

technology to apply and operate the transferred technology in order to achieve criteria

of product quality or progress agreed upon by the parties.

4. Transfer of machinery and equipment accompanying the technology stipulated

in Point d Clause 1 Article 4 of this Law together with the methods specified in this

Article.

5. Other technology transfer methods agreed upon by the parties.

Article 7. Rights to make technology transfer

1. The owner of a technology shall have the right to transfer to own or the right to

use the technology.

2. An organization or individual that is allowed by the owner of a technology to

transfer the right to use that technology is entitled to transfer such right.

3. The scope of transferring the right to use a technology shall be agreed upon by

the parties, including:

a) Exclusive or non-exclusive right to use a technology;

b) The right to transfer the right to use a technology of the party to receive the

technology to the third party.

Article 8. Capital contribution by technology to investment projects

An organization or individual that has the right to transfer technology as stipulated

in Article 7 is entitled to make capital contribution by technology to investment

projects; in case of investment project funded by the State budget, the technology

which is used to make capital contribution shall be valued as stipulated by laws.

Article 9. Technologies encouraged for transfer

1. High technologies; machinery and equipment accompanying high technologies

are encouraged for transfer as stipulated by the law on high technologies.

2. Advanced technologies, new technologies and clean technologies which are

suitable for the socio-economic conditions of Vietnam shall be encouraged for transfer

from abroad into Vietnam or domestically if they can meet any of the following

requirements:

a) Creating new products which are of high quality or have the competitiveness

higher than that of products created by the existing technology of the same type;

b) Creating key and important national products from domestic scientific research

and technological development results;

c) Creating new services, industries, manufacturing and processing branches of

new products; raising and cultivating new breeds and varieties which have been

verified;

d) Saving natural resources, energy or fuels in comparison with the existing

technology of the same type in Vietnam;

đ) Generating or using new or renewable energies; storing energies in highly

efficient ways;

e) Manufacturing machinery and equipment to improve educational and training

quality; medical machines and equipment and pharmaceutical products to serve for

medical diagnosis and treatment, protect human health and improve the physical

strength of Vietnamese people;

g) Discovering, handling and forecasting to prevent natural disasters and epidemic

diseases; salvage and rescue; protect environment and adapt to climate change and

reduce the greenhouse gas emission;

h) Manufacturing synchronously according production chains with high socio-

economic efficiency;

i) Creating products which can be serve ford concurrently for the national defense,

security and civil purposes;

k) Developing and modernize traditional trades and occupations.

3. Technologies; machinery and equipment accompanying technologies stipulated

in Point d Clause 1 Article 4 of this Law and exist in Vietnam, except technologies

stipulated in Clause 1 and Clause 2 of this Article, Clause 2 Article 10 of this Law;

technologies using materials which are domestically manufactured products, semi-

products and materials are encouraged for transfer to abroad.

4. The Government is responsible for promulgating the List of technologies

encouraged for transfer.

Article 10. Technologies restricted from transfer

1. The technology transfer from abroad into Vietnam or domestically shall be

restricted in the following cases:

a) Technologies, machinery and equipment accompanying the technologies which

are not popularly used in developed industrialized countries;

b) Using toxic chemicals or generating hazardous wastes which can meet

requirements of the national technical standards and specifications;

c) Creating products with genetic engineering;

d) Using or creating radioactive substances which can meet requirements of the

national technical standards and specifications;

đ) Using natural resources or minerals which are domestically exploited with

limitations;

e) Technologies of propagating, raising and cultivating new varieties are not

verified.

g) Creating products which have adverse impacts on customs, habits, traditions,

practices and social ethnics.

2. The technology transfer from Vietnam to abroad shall be restricted in the

following cases:

a) Creating traditional products, manufacturing according to traditional know-how

or using, creating categories and species of agricultural varieties, minerals or typical

precious materials of Vietnam;

b) Creating products to export to markets which are competitive with key export

products of Vietnam.

3. The Government is responsible for promulgating the List of technologies

restricted from transfer.

Article 11. Technologies banned from transfer

1. The transfer of the following technologies from abroad into Vietnam or

domestically shall be banned as follows:

a) Technologies do not comply with laws on labor safety, labor sanitation,

assurance of human health, protection of natural resources, environment and

biodiversity;

b) Technologies create products causing adverse impacts on the social – economic

development or badly affecting the national defense, security or social order and

security;

c) Technologies; machinery and equipment accompanying the technologies which

are not popularly used and transferred in developing countries and are not in

conformity with the national technical standards and regulations;

d) Technologies use toxic chemicals or generate hazardous wastes which are not in

conformity with technical standards and regulations on environment;

đ) Technologies use or create radioactive substances which are not in conformity

with technical standards and regulations;

2. The transfer of technologies prescribed on the List of State secrets from

Vietnam to abroad is banned, unless otherwise stipulated by law.

3. The Government is responsible for promulgating the List of technologies

banned from transfer.

Article 12. Prohibited acts in technology transfer

1. Abusing technology transfer activities to harm the national defense, securest,

national interests, human health, environment, social ethnics, customs and habits;

violate lawful rights and interests of organizations or individuals; destroying natural

resources or biodiversity.

2. Transferring technologies on the list of those banned from transfer; illegally

transferring technologies on the list of those restricted from transfer.

3. Infringing upon technology transfer rights.

4. Committing deceits or frauds in making and performing technology transfer

contracts, technology transfer service contracts, and technology-related contents

specified in contracts or investment project dossiers.

5. Obstructing the provision of, or refusing to provide information concerning

technology transfer activities upon requests by competent State agencies.

6. Disclosing technological secrets illegally or obstructing technology transfer

activities.

7. Using technologies other than those approved or granted with license by

competent State agencies.

Chapter II

APPRAISAL OF TECHNOLOGIES USED IN INVESTMENT PROJECTS

Article 13. Appraisal or comments on technologies used in investment

projects

1. In the stage of making investment policy decisions, the technological appraisal

of investment projects using public investment funds shall be performed in accordance

with the law on public investments.

2. In the stage of making investment policy decisions in accordance to the

investment law, the following investment projects are required to be appraised

technologically by the competent State agencies:

a) Investment projects use the technology on the List of technologies restricted

from transfer;

b) Technology-using investment projects at risk of adversely affecting the

environment in accordance with the law on environment protection.

3. In the stage of making investment policy decisions, the technological appraisal

or comments shall be performed as follows:

a) Construction investment projects using the technology on the List of

technologies restricted from transfer or technology-using construction investment

projects at risk of adversely affecting the environment in accordance to the law on

environment protection must be appraised technologically in accordance with this

Law.

b) Construction investment projects other than those not defined in Point a of this

Clause must be appraised technologically in accordance with the construction law;

c) Investment projects using public investment funds without construction

components must be appraised in accordance with the law on public investment.

4. During the course of implementation of an approved investment project, if there

is any adjustment or change on the appraised technology, the investor must report to

the agency which has appraised or commented on the technology in order to carry out

procedures on appraising or commenting on the adjustment or change of the

technology.

Article 14. Competent to appraise or comment technologically in the stage of

making investment decisions

1. The competent to appraise technology-using investment projects which use

public investment funds shall be performed in accordance with the law on public

investment.

2. The competent to appraise or comment technologically on projects stipulated in

Point a Clause 2 Article 13 of this Law or projects at risk of adversely affecting the

environment in which use the technology in the List of technologies restricted for

transfer shall be performed as follows:

a) The State Appraisal Council shall be responsible for carrying out the technology

appraisal for investment projects which has investment policy decisions made by the

National Assembly;

b) The Ministry of Science and Technology shall chair and coordinate with

relevant agencies and organizations to comment technologically on investment

projects which has investment policy decisions made by the Prime Minister;

c) Specialized science and technology agencies under the provincial-level People’s

Committees shall chair and coordinate with relevant agencies and organizations to

comment technologically on investment projects which require investment policy

decisions and don’t belong to the cases defined in Point a and Point b of this Clause.

3. The competent to appraise or comment technologically on projects defined in

Point b Clause 2 Article 13 of this Law shall be performed as below:

a) The State Appraisal Council shall be responsible for carrying out the technology

appraisal for investment projects which has investment policy decisions made by the

National Assembly;

b) Ministries in charge of branches and fields shall chair and coordinate with the

Ministry of Science and Technology, relevant agencies and organizations to comment

technologically on investment projects which has investment policy decisions made

by the Prime Minister;

c) Specialized agencies under the provincial-level People’s Committees shall chair

and coordinate with relevant agencies and organizations to comment technologically

on investment projects which require investment policy decisions and don’t belong to

the cases defined in Point a and Point b of this Clause.

Article 15. The competent to appraise or comment technologically in the stage

of making investment decisions

1. The competent to appraise or comment on technologies used in the projects

stipulated in Point a Clause 3 Article 13 of this Law shall be performed as below:

a) The State Appraisal Council shall appraise technologically for projects of

national importance;

b) Specialized construction agencies as defined by the law on construction shall

chair and coordinate with same-level Stage management agencies of branches and

fields to appraise technologically for State-budget funded projects in Group A, B and

C;

c) State management agencies of branches and fields shall appraise or comment

technologically for projects in Group A, B and C, which use non-State budget and

other funding sources.

2. The competent to appraise technologically for investment projects mentioned in

Point b Clause 3 Article 13 of this Law shall be performed in accordance with the

construction law.

3. The competent to appraise technologically for investment projects mentioned in

Point c Clause 3 Article 13 of this Law shall be performed in accordance with the law

on public investment.

Article 16. Explanation contents about technology use in investment project

dossiers

1. In the stage of making investment policy decisions, the technology-related

explanation contents in investment project dossiers consist of:

a) Analysis and selection of technology plans;

b) Name, origin and process diagram of the technology; estimated list, status and

technical specifications of main machinery/ equipment of technology lines in the

selected technology plan;

c) Documents proving that the technology has been verified (if any);

d) Estimated plan for training and providing technical assistance to operating the

technology lines (if any);

đ) Conditions for technology use;

e) Preliminary environmental impact assessments (if any);

g) Draft technology transfer contract in case of the capital contribution by

technology.

2. In the stage of making investment decisions, the technology-related explanation

contents in investment project dossiers consist of:

a) Name, origin and process diagram of the technology; estimated list, status and

technical specifications of main machinery/ equipment of technology lines;

b) Products, standards and quality of the products;

c) Capacities of supplying materials and fuels for technology lines;

d) Training programs and technical assistance for operating technology lines;

đ) Investment costs of technology, machinery, equipment, training and technical

assistance.

Article 17. Procedures of technological appraisal or comment for investment

projects in the stage of making investment policy decisions

Procedures of technological appraisal or comment in the stage of making

investment policy decisions shall be performed as follows:

1. For investment projects using public investment funds, the procedure of

technological appraisal shall be performed in accordance with the law on public

investment;

2. For investment projects mentioned in Clause 2 Article 13 of this Law which

have investment policy decisions made by the National Assembly, the procedure of

technological appraisal shall be performed in accordance with the investment law;

3. For investment projects mentioned in Point a Clause 2 Article 13 of this Law

which have investment policy decisions made by the Prime Minister, within the 03-

working day duration as of receiving sufficient project dossiers, the investment

registration agency shall be responsible for sending the investment project dossiers to

the Ministry of Science and Technology for technological comment;

4. For investment projects mentioned in Point a Clause 2 Article 13 of this Law

which have investment policy decisions made by neither the National Assembly nor

the Prime Minister, within the 03-working day duration as of receiving sufficient

project dossiers, the investment registration agencies shall be responsible for sending

the investment project dossiers to specialized science and technology agencies under

the provincial-level People's Committees for technological comment;

5. For investment projects mentioned in Point b Clause 2 Article 13 of this Law

which have investment policy decisions made by the Prime Minister, within the 03-

working day duration as of receiving sufficient project dossiers, the investment

registration agencies shall be responsible for sending the investment project dossiers

to Ministries in charge of branches and fields for technological comment;

6. For investment projects mentioned in Point b Clause 2 Article 13 of this Law

which have investment policy decisions made by neither the National Assembly nor

the Prime Minister, within the 03-working day duration as of receiving sufficient

project dossiers, the investment registration agencies be responsible for sending the

investment project dossiers to specialized agencies under the provincial-level People's

Committees for technological comment;

7. The duration of technological comment as stipulated in this Article is 15 days as

of receiving sufficient project dossiers.

Article 18. Procedures of technological appraisal or comment for investment

projects in the stage of making investment decisions

1. Procedures of technological appraisal or comment in the stage of making

investment decisions for the projects mentioned in Point a Clause 3 Article 13 of this

Law shall be performed as follows:

a) For projects of national importance, the procedure of technological appraisal

shall be performed in accordance with the investment law and the law on public

investment;

b) For State-budget funded projects in Group A, B and C, within the 05-working

day duration as of receiving sufficient project dossiers, specialized construction

agencies as defined by the construction law shall be responsible for sending the

written documents together with excerpts of relevant documents to the same-level

Stage management agencies of branches and fields for technological comment;

c) For projects in Group A, B and C, which use non-State budget funding and

other funding sources, the investors shall simultaneously send the fundamental design

of the projects to specialized construction agencies in accordance to the construction

law for appraising fundamental designs, excluding the technological design, and at

same time send to the same-level State management agencies of branches and fields

for commenting on the technological design.

In case a specialized construction agency concurrently the State management

agency of a branch or industry, the specialized construction agency shall appraise the

fundamental design of the project, including the technological design.

d) The duration of technological comment shall be 20 days for projects in Group

A, 15 days for projects in Group B and 10 days for projects in Group C as of receiving

sufficient project dossiers; in case an extension is needed for the duration of

technological comment, the extended period should not exceed the equivalent duration

stipulated in this point. The competent agency shall be responsible for informing the

extension in written documents with clear reasons to specialized construction agencies

or investors.

In case a specialized construction agency concurrently the State management

agency of a branch or industry, the duration of appraising the technological design

shall be included in the duration of appraising the fundamental design in accordance

with the construction law.

2. The procedure of technological appraisal for investment projects mentioned in

Point b Clause 3 Article 13 of this Law shall be performed in accordance with the

construction law.

3. The procedure of technological appraisal for investment projects mentioned in

Point c Clause 3 Article 13 of this Law shall be performed in accordance with the law

on public investment.

Article 19. Contents of technological appraisal or comment for investment

projects

1. Contents of technological appraisal or comment in the stage of making

investment policy decisions shall be stipulated as follows:

a) The rationality of the selected technology plan;

b) The verification of technologies used in developed countries (if any);

c) Training programs or technical assistance to operate technology lines of

investment projects (if any);

d) Requirements on conditions for technology use;

đ) Preliminary environmental impact assessment;

e) Draft technology transfer contract (if any);

g) For investment projects in high-tech parks, contents of technological appraisal

or comment shall be stipulated in this clause and meet criteria and standards in

accordance with the law on high technology.

2. Contents of technological appraisal or comment in the stage of making

investment decisions shall be stipulated as follows:

a) The consistency of technologies, machinery and equipment with the selected

plan in the phase of making investment policy decisions; standards, technical

specifications and regulations of relevant laws;

b) Products, standards and quality of the products;

c) The compatibility and capacities of supplying materials and fuels to operate

technology lines, machinery and equipment;

d) Training programs and technical assistance to operate technology lines,

machinery and equipment;

đ) Investment costs of technology, machinery, equipment, training and technical

assistance.

Article 20. Processes of technological appraisal or comments for investment

projects

1. Agencies which have the competent to appraise or comment technologically on

investment projects shall perform technological appraisal or comment on investment

projects; in case the professional consultation is needed, it shall be performed in the

following forms:

a) Science and technology advisory councils;

b) Opinions collected from organizations and independent consultants.

2. The advisory council shall be established by the agency which performs

technological appraisal or comment. The council shall work on a democratic,

objective, honest manner in compliance with laws and professional ethics. The

council shall be responsible for its conclusion and proposals to the establishing

agency. The conclusions and proposals made by the council must be written

documents.

3. Members of the consulting advisory council shall be responsible before the law

for their opinions and keep confidentially information relating to investment projects.

The opinions of the members must be written documents.

4. Funding for collecting technological opinions on investment projects shall be

arranged as follows:

a) In the stage of making investment policy decisions, the funding shall be

allocated from the State budget; shall be

b) In the stage of making investment decisions, the funding covered by the

investor and included in the project’s total investment.

Article 21. Technological inspection and monitoring in investment projects

and technology transfer

1. The technology use and transfer in investment projects as stipulated in Article

13 of this Law shall be properly inspected and monitored during the course of

implementation.

2. State management agencies in charge investment shall be responsible for

chairing and coordinating with specialized State management agencies to inspect and

monitor the technological aspect as well as the investment aspect of investment

projects as stipulated by laws.

3. State management agencies in charge of science and technology shall be

responsible for chairing and coordinating with relevant authorities to inspect the

technology transfer in the following cases:

a) According to plans;

b) Upon signals of violations on technology use and transfer during the course of

start and implementation of investment projects and technology transfer.

Chapter III

TECHNOLOGY TRANSFER CONTRACTS

Article 22. Principles of awarding and executing technology transfer contracts

1. Awarding technology transfer contracts shall be carried out based on a written

contract or in other equivalent forms which are considered as written transactions in

accordance to the Civil Code. The contract document shall be signed and sealed (if

any) by the parties; all pages of the contract document and its appendixes shall be

initialed and sealed (if any).

2. The language in technology transfer contracts shall be agreed upon by the

parties.

3. The technology transfer contracts shall be awarded and executed in accordance

with this Law, the Civil Code, the Law on Commerce, the Law on Intellectual

Property, the Competition Law and other relevant laws.

Article 23. Contents of technology transfer contracts

1. The name of technology to be transferred.

2. Technology objects to be transferred, products created by the transferred

technology, standards and technical specifications of the products.

3. Transfer of the right to own or to use the technology.

4. Method of technology transfer.

5. Rights and obligations of the parties.

6. Price and mode of payment.

7. Effective time and validity duration of the contract.

8. Definitions and terms referred to in the contract (if any).

9. Technology transfer plan and schedule, and location where the technology

transfer is carried out.

10. Responsibilities to warranty the transferred technology.

11. Penalties due to contract violations.

12. Liabilities for contract violations.

13. Dispute settlement agency.

14. Other contents agreed upon by the parties.

Article 24. Execution duration and effective date of technology transfer

contracts

1. The execution duration of a technology transfer contract shall be agreed upon by

the parties.

2. The effective date of a technology transfer contract shall be agreed upon by the

parties. In case the parties fail to agree on the effective date, it shall be the time of

awarding the technology transfer contract, except for cases stipulated in Clause 3 of

this Article.

3. A contract on the transfer of a technology on the List of technologies restricted

from transfer shall become effective as of the time at which the Technology Transfer

License is granted.

Technology transfer contracts registered as stipulated in Clause 1 and Clause 2

Article 31 of this Law shall become effective as of the date issuing the Registration

Certificate of technology transfer. In cases of extension, amendment and

supplementation, the extended, amended and supplemented contracts shall become

effective as of the date the competent State agency issues the Registration Certificate

of technology transfer.

Article 25. Rights and obligations of the technology transferor

1. The technology transferor has the following rights:

a) To request the technology transferee to strictly fulfil the commitments in the

contract;

b) To get full payments and enjoy other rights and interests as agreed in the

contract;

c) To hire organizations or individuals to provide technology transfer services as

stipulated by laws;

d) To request a competent State agency to protect the lawful rights and interests

relating to the transferred technology;

đ) To request the technology transferee to take remedial measures or pay damages

in case the technology transferee fails to fulfill its obligations stipulated in the

contract, unless the parties agree otherwise;

e) To have other rights as stipulated by laws.

2. The technology transferor has the following obligations:

a) To ensure that the technology transfer right is lawful is legal and not restricted

by the right of the third party, unless otherwise agreed upon by the parties;

b) To strictly fulfill the commitments in the contract; pay damages to a technology

transferee or a third party for the transferor’s breach of agreement;

c) To keep confidential information relating to technology and other information in

the course of negotiating, awarding and executing the technology transfer contract as

agreed;

d) To notify the technology transferee and take appropriate remedial measures

when detecting any technical problems which may make technology transfer results

unsatisfactory as prescribed in the contract;

đ) To apply for a transfer technology license in case of transfer from Vietnam to

abroad technologies on the list of those restricted for transfer, unless otherwise agreed

upon by the parties;

e) To fulfill financial obligations and other obligations as stipulated by laws.

Article 26. Rights and obligations of the technology transferee

1. The technology transferee has the following rights:

a) To request the technology transferor to strictly fulfill the commitments in the

contract;

b) To request a competent State agency to protect the lawful rights and interests

relating to the transferred technology;

c) To hire organizations or individuals to provide technology transfer services as

stipulated by laws;

d) To request the technology transferor to take remedial measures or pay damages

in case the technology transferor fails to fulfill its obligations stipulated in the

contract, unless the parties agree otherwise;

đ) To have other rights as stipulated by laws.

2. The technology transferee has the following obligations:

a) To strictly fulfill the commitments in the contract; pay damages to a technology

transferor or a third party for the transferee’s breach of agreement;

b) To keep confidential information relating to technology and other information

in the course of negotiating, awarding and executing the technology transfer contract

as agreed;

c) To apply for a transfer technology license in case of transfer from abroad to

Vietnam technologies on the list of those restricted for transfer, unless otherwise

agreed upon by the parties;

d) To fulfill financial obligations and other obligations as stipulated by laws.

Article 27. Price and modes of payment for technology transfer

1. The price in technology transfer contracts shall be agreed by the parties.

2. The payment shall be made by adopting one of the following methods:

a) One-off payment or payments in instalments in money or by goods;

b) Transfer of the technology value as capital contribution to the investment

project or enterprise under prevailing regulations;

c) Payment by percentage (%) of the net selling price;

d) Payment by percentage (%) of the net revenue;

đ) Payment by percentage (%) of the earnings before income taxes of the

transferee;

e) Other methods as agreed upon by the parties.

3. The price of the transferred technology shall be audited and complied with

prevailing Laws on taxations and prices in the following cases:

a) Technology is transferred between or among the parties in which at least a party

has State Owned Capital;

b) Technology is transferred between or among the parties having parent -

subsidiary company relationship;

c) Technology is transferred between or among the parties having affiliate

relationship as prescribed by the laws on taxations.

4. The Government shall promulgate in details in this Article.

Article 28. Transfer of technologies restricted from transfer

1. Organizations or individuals which transfer technologies restricted from transfer

as specified in Article 10 of this Law must follow procedures to apply for the

Technology Transfer License.

2. The grant of the Technology Transfer License shall be carried out with the

following procedures:

a) Approving the technology transfer.

For transferring the technology in investment projects which have been

technologically appraised or comments in the stage of making investment policy

decisions or investment decisions shall be exempted from approval for technology

transfer;

b) Granting the Technology Transfer License.

3. For transferring technologies from abroad to Vietnam or domestically,

technology transferees and for transferring technologies from Vietnam to abroad,

technology transferors shall annually report on the execution of technology transfer

contracts according to regulations by the Ministry of Science and Technology.

Article 29. Applications, process and procedures for approval of technology

transfer

1. An application for approval of technology transfer consists of:

a) The application form to request the approval of technology transfer;

b) The legal status of the applicant;

c) The written explanation on the technology to be transferred;

d) The written explanation on conditions of using the transferred technology as

stipulated by laws;

đ) The written explanation on the conformity of the technology in accordance with

laws on standards and technical specifications.

2. Organizations or individuals which want to transfer technologies restricted from

transfer shall send an application for approval of technology transfer to Ministry of

Science and Technology.

3. Within 03 working days from receiving the application, Ministry of Science and

Technology shall review the application; in case the application is inadequate, the

written document is sent to request the organization or individual to supplement the

application as stipulated by laws.

4. Within 30 days from receiving the adequate application, the Ministry of Science

and Technology shall chair and coordinate with relevant Ministries and branches to

prepare the written approval for technology transfer. In case the application is refused,

a written response clearly stating reasons for the refusal shall be sent to the applicant.

5. The Minister of Science and Technology is responsible for promulgating

templates to apply for approval of technology transfer and explanations on

technology.

Article 30. Applications, process and procedures for granting Technology

Transfer Licenses

1. An application for a Technology Transfer License consists of:

a) The application form to request the grant of Technology Transfer License,

which clearly specifies the parties’ responsibility to ensure contents of the technology

transfer contract compliant with relevant laws;

b) The legal status of the parties entering into the technology transfer contract;

c) The original in Vietnamese or certified copy of the technology transfer contract.

In case of no contract in Vietnamese is available, the notarized Vietnamese-translated

contract shall be submitted;

d) The list of documents relating to the technology, machinery, equipment (if any)

enclosed with the technology transfer contract;

đ) The notarized copy of IP Rights Certificate for objects subject to IP Rights

protection (if any);

e) Standards and quality of products and services created by using the transferred

technology;

g) The written explanation on conditions for using the technology;

h) The document on price valuation of the transferred technology in case the

technology transferee uses State budget.

2. Upon receiving the approval of technology transfer from the Ministry of Science

and Technology, the parties shall award and sing the technology transfer contract.

3. Within 60 days from signing the technology transfer contract, the party obliged

to apply for a Technology Transfer License shall submit an application for a

Technology Transfer License to the Ministry of Science and Technology.

4. Within 05 working days from receiving of the application, the Ministry of

Science and Technology shall be responsible for reviewing the application; in case the

application is inadequate, the written document is sent to request the organization or

individual to supplement the application as stipulated by laws.

Within 60 days from sending the written request to amend, supplement, the parties

shall amend or supplement as request to send a written document to propose the

extension of the deadline for amending or supplement. The extension duration shall

not exceed 60 days, after this period, if the parties fail to amend or supplement the

required documents, the Ministry of Science and Technology shall send a written

notification of refusing to grant the Technology Transfer License and return the

application if requested.

5. Within 15 working days from receiving the adequate application, the Ministry of

Science and Technology shall be responsible for appraising the application and grant a

Technology Transfer License. In case the application is refused, a written response

clearly stating reasons for the refusal shall be sent to the applicant.

6. In case the contents of a Technology Transfer License needs to be changed, it is

compulsory to apply for a new license.

7. The Minister of Science and Technology is responsible for promulgating a

template to apply for a Technology Transfer License and a template of Technology

Transfer License.

Article 31. Registration of technology transfer

1. Technology transfer contracts and parts of technology transfer which are defined

in Clause 2 Article 5 of this Law and belong to one of the following cases shall be

registered with State management agencies in charge of science and technology,

excluding technologies restricted from transfer which have been granted the

Technology Transfer License:

a) Transfer of technology from abroad to Vietnam;

b) Transfer of technology from Vietnam to abroad;

c) Domestic technology transfer using the State-owned capital or State budget,

excluding cases where Registration Certificate of Outcomes Implementing Tasks on Science and Technology Tasks has been already granted.

2. The State encourages organizations and individuals to register technology

transfer for cases which are not subjected to register as defined in Clause 1 of this

Article.

3. An application for technology transfer registration consists of:

a) The application form for a technology transfer registration, which clearly

specifies the parties’ responsibilities to ensure the contents of technology transfer

contracts compliant with relevant laws;

b) The original or the certified copy of technology transfer contracts shall represent

contents prescribed in Article 23 of this Law, in case of unavailability of the contract

in Vietnamese language, the notarized or certified translation of the contract into

Vietnamese language shall be submitted.

4. Within 90 days as of signing of technology transfer contracts, the party obliged

to technology transfer registration shall submit an application for Registration

Certificate of technology transfer to the State management agencies in charge of

science and technology.

5. Within 05 working days from receiving the adequate application, the science

and technology State management agency shall review and issue the Registration

Certificate of technology transfer to the applicant. In case the application is refused, a

written response clearly stating reasons for the refusal shall be sent to the applicant.

6. State management agencies in charge of science and technology shall refuse

applications for Registration Certificate of technology transfer in the following cases:

a) A technology transfer contract on which the transferred of technology on the list

of those restricted from transfer;

b) A technology transfer contract does not specify transferable technology or

technology transfer contents;

c) The content of the technology transfer contract is against regulations of this

Law.

7. The Government shall promulgate in details this Article.

Article 32. Validity of Technology Transfer Licenses and Registration

Certificate of technology transfer

1. Technology Transfer License/ Registration Certificate of technology transfer

shall become effective as of the date of issue.

2. Agencies issuing Technology Transfer Licenses and Registration Certificates of

technology transfer shall have the authorities to cancel the Technology Transfer

Licenses and Registration Certificates of technology transfer in the following cases:

a) Violations of the content the Technology Transfer License or Registration

Certificate of technology transfer;

b) Using fake applications for the Technology Transfer License or Registration

Certificate of technology transfer;

c) At the request of a competent State agency in case of violations against relevant

laws.

3. If an organization or individual has been issued the Registration Certificate of

technology transfer and enjoyed preferences or incentives as stipulated by laws, the

Certificate is cancelled, the organization or individual must return the received

preferences or incentives to the Government in accordance with the Government's

regulations.

Article 33. Extension, amendment and supplementation of the content of

technology transfer

1. If the parties reach an agreement on extension, amendment and supplementation

of contents of the technology transfer of which Registration Certificate has been

issued, the parties must submit an application prescribed in Clause 2 of this Article to

the agency issuing the Registration Certificate of technology transfer to be issued with

Registration Certificate of extended, amended or supplemented content of technology

transfer.

2. An application for extension, amendment and supplementation of the content of

technology transfer consists of:

a) The application form for extension, amendment and supplementation of the

content of technology transfer;

b) The original in Vietnamese language or the certified copy of the written

agreement on extension, amendment and supplementation or the certified translation

into Vietnamese language shall be submitted.

3. Procedures for extension, amendment and supplementation of the content of

technology transfer shall be carried out as stipulated in Clauses 4, 5 and 6 Article 31

of this Law.

4. The Minister of Science and Technology is responsible for promulgating a

template to apply for extension, amendment and supplementation of the content of

technology transfer and the template of Registration Certificate of extended, amended

or supplemented the content of technology transfer

Article 34. Obligations to keep secret in issuing Technology Transfer License

or Registration Certificate of technology transfer

Agencies and individuals who are authorized to issue Technology Transfer

Licenses or Registration Certificates of technology transfer shall be responsible for

keeping secrets of the related information.

Chapter IV

MEASURES TO PROMOTE TECHNOLOGY TRANSFER AND SCIENCE

AND TECHNOLOGY MARKET DEVELOPMENT

Section 1

PROMOTION OF TECHNOLOGY USE AND RENOVATION

Article 35. Promotion and encouragement for enterprises to use and renovate

technologies

1. The Government shall support enterprises which have projects in regions or

sectors eligible for investment incentives to carry out technology transfer activities

with science and technology organizations.

2. Enterprises are entitled to use their science and technology development funds

to make investment, contribute matching funds, receive matching funds to invest in

technology renovation, technology incubation, science and technology business

incubation, innovation startups, commercialization of their scientific research and

technological development results and other expenditures in accordance to the law on

science and technology.

3. The right to own or the right to use and other rights which arise from scientific

research and technological development results or intellectual property objects which

can be valued shall be considered as property rights.

The National Foundation for Science and Technology Development, the National

Technology Innovation Fund or credit institutions are entitled to receive the property

rights defined in this Clause to guarantee for investment loans of science and

technology projects, innovation startups, or development of scientific research and

technological development results.

4. The Government encourages cooperation forms between enterprises and

agencies, organizations or individuals to develop technology renovation projects,

innovation startups and infrastructure facilities to serve for common science and

technology development and general research activities.

5. Enterprises investing in material – technical facilities for decrypting

technologies, organizations or individuals which carry out decrypting technologies are

entitled to the following incentives:

a) Capital assistance, capital warranty, preferential interest rates from the National

Technology Innovation Fund or credit institutions;

b) Other supports or incentives in accordance with this Law and relevant laws.

6. Socio-political organizations, civil social organizations and socio-professional

organizations, shall create favorable conditions for organizations, individuals and

enterprises to performing technology transfer activities within their assigned functions

and duties.

7. The Government shall promulgate in details this Article.

Article 36. Promotion of commercializing scientific research and technological

development results

1. Scientific research and technological development results considered as public

property shall be managed and used in accordance with the law on management and

use of public property.

2. The transfer of ownership of scientific research and technological development

results funded by the State budget shall be carried out as follows:

a) If the Government support the budget for performing scientific research and

technology development tasks for an organization which invests in material - technical

facilities and finance and concurrently acts as the organization to chair the

performance of such scientific research and technology development tasks, the

Government shall transfer the ownership of results of such scientific research and

technology development tasks to this organization.

b) If the Government support the budget for performing scientific research and

technology development tasks on the basis of cooperation between an organization

which invests in material - technical facilities and finance and an organization to chair

the performance of such scientific research and technology development tasks, the

Government shall transfer the ownership of results of such scientific research and

technology development tasks according the agreement between the parties.

3. The division of profits earned from the commercialization of scientific research

and technological development results funded by the State budget must ensure

interests of owners, authors, chairing organizations, intermediary organizations,

organizations and individuals involved in such commercialization activities in

accordance with relevant laws.

4. Organizations or individuals which themselves invest in scientific research and

technological development, after the achieved results are effectively transferred and

used in practice and recognized by State management agencies in charge of science

and technology, shall be supported with the State budget; in case the results play

important roles for the socio-economic development as well as the national defense

and security, the State shall consider to purchase such results.

State management agencies in charge of science and technology shall be

responsible to collect, appraise, select, recognize and disseminate scientific research

and technological development results to serve for innovation demands of

organizations and individuals in branches, industries and fields according to the

delegation of authority.

5. Science and technology organizations which owns scientific research and

technological development results and collaborate with local organizations using and

transferring technologies shall be supported with the State budget allocated for science

and technology to improve these scientific research and technological development

results appropriate with local conditions.

6. Individuals working at research institutions or tertiary education institutions and

do researches on technology transfer, use and innovation at production and/or business

units shall supported with the State budget allocated for science and technology and

other lawful funding sources.

7. The management and use of facilities and equipment served for the performance

of science and technology tasks shall be handled in accordance with the law on

management of public property.

8. The Government shall create favorable conditions for establishing industrial

property rights, reorganization, circulation registration of new products or new

technologies for organizations or individuals carrying out commercialization of

scientific research and technological development results or technology transfer

activities.

9. The Government shall promulgate in details this Article.

Article 37. The National Program on Technology Renovation

1. The National Program on Technology Renovation is aimed at the following

objectives:

a) Improving the national technological capacities and technology transfer

efficiency;

b) Serving for the development of national key and important products;

c) Creating favorable conditions for small-and-medium sized enterprises to use

technologies and commercialize scientific research and technological development

results and technology renovation;

d) Strengthening technological resources in rural regions, mountainous regions,

and regions faced with difficult or extremely difficult socio-economic conditions.

2. Based on the national socio-economic development tasks in each period,

Ministry of Science and Technology shall take charge of and cooperate with relevant

ministries, ministerial-level agencies and the Government's affiliates to formulate and

submit the National technology innovation program to the Prime Minister for

approval.

Article 38. The National Fund for Technology Renovation

1. The National Fund for Technology Renovation is established to aim at the

following objectives:

a) Supporting enterprises to transfer, renovate or improve technologies on the List

of those encouraged for transfer as defined in Article 9 of this Law;

b) Promoting the transfer of technologies serve ford for agricultural development

in rural regions, mountainous regions and regions faced with difficult or extremely

difficult socio-economic conditions;

c) Supporting technology incubation, science and technology business incubation

and decrypting activities;

d) Supporting training for science and technology human resources to serve for the

transfer, innovation and improvement of technologies.

2. The National Technology Innovation Fund shall support in the following forms:

a) Providing preferential loans;

b) Supporting loan interest rates;

c) Granting guarantees for loans;

d) Supporting capitals.

3. The National Technology Innovation Fund shall be established from the

following sources of funding:

a) Voluntary contributions by domestic and foreign entities and individuals;

b) Loan interests;

c) Supports from the State budget;

d) Other lawful funding sources.

4. The Prime Minister shall make decisions on establishment, management and use

of the National Technology Innovation Fund.

Article 39. Tax policies to promote technology transfer, use and renovation

The following entities shall be eligible for tax incentives in accordance with the

law on taxation:

1. Machinery, equipment, accessories, materials, specimens or technologies which

are not yet created domestically and are imported to directly use for research and

development, decrypting, technology innovation and technology transfer; scientific

documents, books and journals used for innovation startups and science and

technology business development;

2. Technology incubators, science and technology business incubators,

organizations or individuals investing in and supporting innovation startups;

intermediary organizations of the science and technology market which have incomes

from technology transfer services;

3. Organizations and individuals carrying out technology transfer from Vietnam to

abroad; organizations and individuals carrying out scientific research and technology

development, technology decrypting and technology transfer at enterprises;

4. Organizations or individuals transferring technologies on the List of those

encouraged for transfer.

Article 40. Development of technologies creating and improving national key

and important products

1. Prioritizing the transfer of technologies to create national key and important

products from domestic scientific research and technological development.

2. Encouraging the development of technologies to create and improve national

key and important products which are highly competitive in both domestic and foreign

markets.

3. The State shall issue policies and take measures to promote the improvement of

designs and manufacturing of machinery and equipment made in Vietnam which can

create adequate competitiveness in the markets.

4. Enterprises and organizations which transfer, use and improve technologies to

create national key and important products shall be entitled to enjoy preferential

incentives as stipulated by this Law.

5. The Government shall promulgate in details this Article.

Section 2

SCIENCE AND TECHNOLOGY MARKET DEVELOPMENT

Article 41. Strategies for science and technology market development

1. The State shall issue policies and take measures to support or make investments

from the State budget for science and technology and mobilize other lawful funding

sources to develop the science and technology market through activities of developing

technological supply and demand, and intermediary organizations of the science and

technology market as prescribed Article 42 and Article 43 of this Law.

2. Based on the country’s socio-economic development tasks in each stage, the

Ministry of Science and Technology shall chair and coordinate with relevant

ministries and ministerial-level agencies to formulate and submit the program on the

national technology and science market development to the Prime Minister for

approval.

Article 42. Developing sources of supply and demand in the science and

technology market

Developing sources of supply and demand in the science and technology market

shall be carried out through the following activities:

1. Importing, decrypting or mastering high technologies, advanced technologies

and clean technologies to serve for the implementation of strategic objectives,

planning and socio-economic development plans of the nation, branches, regions and

localities;

2. Purchasing and doing researches on improving patents and initiatives which

have been effectively used at a small scale to transfer to enterprises for their use and

dissemination to the public;

3. Promoting the exploitation and use of scientific research and technological

development results and technological ideas of science and technology businesses,

high-technology enterprises, individuals or individual groups participating in

innovation startups, organizations supporting innovation, innovation startups,

technology incubators, science and technology business incubators, and high-tech

business incubators;

4. Appraising and evaluating new technologies and new products newly created in

Vietnam from scientific research and technological development results with price and

quality equivalent to those of imported ones in order to encourage the use of these

technologies and products in investment projects funded by the State budget or

priorities given them in the course of procurement and provision of public products

and services;

5. Training, fostering and improving capacities of absorbing and mastering

technologies of enterprises; commercializing scientific research and technological

development results; collaborating, cooperating or exchanging science and technology

human resources between research institutes or training institutions and manufacturing

and business entities;

6. Collecting and providing technology-related information to enterprises, and

associated organizations of businesses, professional associated organizations,

cooperatives, organizations providing intellectual property, investment promotion or

trade promotion services;

7. The Government shall promulgate in details in this Article.

Article 43. Development of intermediary organizations of the science and

technology market

1. Intermediary organizations of the science and technology market are those

which provide brokerage, consultancy and promotion services for technology transfer,

appraisal, valuation and technology appraisal and connecting and supporting services

for suppliers, demanders and other parties in technology-related transactions.

2. The Government shall take the following measures to develop intermediary

organizations of the science and technology market:

a) Building the technical infrastructure and supporting the operation of national

technology transaction exchange place and supporting center for technology business

startups for the period of first 05-year operation;

b) Supporting training for human resources of intermediary organizations;

c) Supporting and improving capacities on exploiting the information on

technologies, intellectual property, domestic and foreign scientific research and

technological development results for organizations and individuals who provide

brokerage, consultancy and promotion services for technology transfer, appraisal,

valuation and technology appraisal.

3. Encouraging organizations and individuals who provide brokerage, consultancy

and promotion services for technology transfer for research institutes or training

institutions; and establishing a network linking activities of domestic and foreign

consultancy and transfer technology.

4. The Government shall promulgate in details in this Article.

Article 44. Publicization, performance and introduction of technologies

1. Technology markets, trade fairs and exhibitions, connecting points of

technology supply and demand, technology transaction exchange places or technology

transaction centers are the places for displaying, introducing, buying or sell

technologies and promoting the technology transfer.

2. In the course of publicization, performance and introduction of technologies

announcement, State management agencies in charge of science and technology shall

have the following responsibilities:

a) Annually publicizing the list of technologies created with the State budget on

the electronic information portals of the agencies, unless otherwise stipulated by laws;

b) Encouraging and supporting enterprises, organizations and individuals to

publicize technologies newly created by them.

3. The Government shall take measures to support enterprises, organizations or

individuals with newly created domestic technologies with their publicization,

performance and introduction of the technologies in both domestic and foreign

technology markets and/or trade fairs.

Section 3

TECHNOLOGY TRANSFER SERVICES

Article 45. Types of technology transfer services

1. Technology transfer brokerage.

2. Technology transfer consultancy.

3. Technology appraisal.

4. Technology valuation.

5. Technology assessment.

6. Technology transfer promotion.

Article 46. Rights of organizations and individuals doing business in

technology transfer services

1. Organizations and individuals doing business in technology transfer services

shall have the following rights:

a) To request service users to provide necessary information and documents

necessary for the provision of technology transfer services;

b) To enjoy income from doing business in technology transfer services and other

benefits from the provision of technology transfer services as agreed;

c) To employ collaborators and experts served for the provision of technology

transfer services;

d) To be entitled to use technology database as stipulated by laws;

đ) To request service users to pay compensation for damage caused the service

user’s faults;

e) To enter in cooperation or joint-venture with other organizations or individuals

to carry out technology transfer services;

g) To participate in domestic and international professional associations as

stipulated by laws;

h) To exercise other rights in accordance with this Law and relevant laws.

2. Organizations and individuals who carry out brokerage, consultancy and

promotion services for technology transfer shall have the rights as defined in Clause 1

of this Article and be entitled to enjoy benefits from the use and transfer of the right to

use, transfer or capital contribution by scientific research and technological

development results funded by the State budget.

Article 47. Rights of organizations and individuals doing business in

technology transfer services

1. Organizations and individuals doing business in technology transfer services

shall have the following obligations:

a) To execute technology transfer service contracts as agreed;

b) To take responsibility for the provision of technology transfer services;

c) To pay compensations for damage caused to service users by their faults;

d) To maintain and return the assigned documents and facilities to service users

upon the completion of service provision as agreed;

đ) To timely inform service users of inadequate information and documents which

causes the failure of service provision;

e) To keep secrets of information as agreed in technology transfer service

contracts;

g) To fulfill financial obligations and other obligations as stipulated by laws.

2. Organizations performing technology appraisal, valuation or assessment

activities, in addition to the obligations defined in Clause 1 of this Article, shall have

the following obligations:

a) To register for meeting reequipments applied for technology appraisal, valuation

and assessment activities as stipulated by laws;

b) To send annual reports on performance of technology appraisal, valuation and

assessment activities to State management agencies in charge of science and

technology.

Article 48. Organizations performing technology appraisal, valuation or

assessment activities

1. Organizations performing technology appraisal, valuation or assessment

activities are science and technology organizations or enterprises which performing

technology appraisal, valuation and assessment services.

2. Organizations performing technology appraisal, valuation or assessment

activities must meet requirements in accordance with the pricing law and specific

requirements for personnel and material – technical facilities.

3. The Government shall stipulate the power, procedures and requirements for

issuing the Certificate of eligibility to provide technology appraisal and assessment

services; specific requirements for personnel and material – technical facilities,

applied for organizations performing technology valuation activities.

Section 4

TECHNOLOGY TRANSFER IN RURAL, MOUNTAINOUS AREAS,

ISLANDS AND SOCIO-ECONOMIC DIFFICULT-STRICKEN OR

EXTREMELY SOCIO-ECONOMIC DIFFICULT-STRICKEN AREAS

Article 49. Technologies encouraged to transfer in rural, mountainous

regions, islands and socio-economic difficult-stricken or extremely difficult socio-

economic difficult-stricken areas

Technologies prescribed in Article 9 of this Law and the following technologies

shall be encouraged to transfer in rural, mountainous regions, islands and socio-

economic difficult-stricken or extremely difficult socio-economic difficult-stricken

areas:

1. Technologies in the field of protection and development of gene sources;

revitalization, hybridization or raising the economic value of plant varieties or animal

breeds.

2. Technologies for planting, culturing, preserving or processing agricultural,

forest or salt products, herbal plants, fungi, microorganisms for agriculture and

aquaculture;

3. Technologies for prevention and control of pests and diseases of plant varieties,

animal breeds and herbal plants;

4. Technologies for producing, exploiting and using clean water sources;

technologies for water treatment in aquaculture industry;

5. Technologies for raising the productivity, quality and efficiency of traditional

products of craft villages.

Article 50. Responsibility of organizations and individuals on technology

transfer activities in rural, mountainous regions, islands and socio-economic

difficult-stricken or extremely difficult socio-economic difficult-stricken areas

1. Programs and projects on introducing plant varieties, domestic animal breeds or

technologies for planting, cultivating, preserving and processing agricultural, forest,

aquatic and salt products must have technology transfer contents.

2. Organizations and individuals who introduce and transfer technologies for

planting, cultivating, preserving and processing agricultural, forest, aquatic and salt

products must report to State management agencies in charge of science and

technology in localities where they carry out technology transfer.

3. Organizations or individuals who provide plant varieties and animal breeds and

transfer technologies for planting, cultivating, preserving and processing agricultural,

forest, aquatic and salt products shall be responsible for providing guidance on

planting, cultivating, preserving and processing technologies for users and pay

compensations for damage caused by their provision of plant varieties and animal

breeds and technology transfer.

4. Other responsibilities are stipulated by laws.

Article 51. Responsibilities of State management agencies in technology

transfer activities in rural, mountainous regions, islands and socio-economic

difficult-stricken or extremely difficult socio-economic difficult-stricken areas

1. Local State management agencies in charge of science and technology shall be

responsible for guiding and creating favorable conditions for the introduction and

transfer of plant varieties and animal breeds or technologies for planting, cultivating,

preserving and processing agricultural, forest, aquatic and salt products; promote

technology transfer activities in localities; inspect, detect and timely ban the

introduction or provision of plant varieties and animal breeds or technologies causing

damage to users.

2. Annually, the Ministry of Science and Technology shall chair and coordinate

with relevant ministries, ministerial-level agencies and government-attached agencies to

review technology transfer activities in rural, mountainous regions, islands and socio-

economic difficult-stricken or extremely difficult socio-economic difficult-stricken

areas.

Article 52. Technology transfer in agriculture

1. The transfer of technical advancements in varieties, products, manufacturing

processes, technical solutions and management solutions in agriculture field of shall

be encouraged.

2. Technology transfer in agricultural shall be performed in forms defined in this

Law or in other specialized forms including programs and plans on agricultural

extension and other technology transfer programs and plans approval by competent

State agencies.

3. Technology transfer in agricultural shall be performed with methods defined in

this Law or with other specialized methods including training, educating, fostering,

performance models and communication activities.

4. The Government shall promulgate in details specialized forms and methods of

in Clause 2 and Clause 3 of this Article; technology transferors and technology

transferees who carry out the transfer according to the specialized forms and methods

of agricultural technology transfer stipulated in Clause 2 and Clause 3 of this Article;

policies on technology transfer in agriculture.

5. The Minister of Agriculture and Rural Development shall promulgate the List of

technical advancements in varieties, products, production processes, technical

solutions and management solutions encouraged for transfer in agriculture field; and

criteria, processes and procedures for recognizing technical advancements.

Chapter V

STATE MANAGEMENT ON TECHNOLOGY TRANSFER

Article 53. Responsibility of the Government

1. To perform consistent State management on technology transfer activities.

2. To direct, promulgate and organize the implementation of regulatory and legal

documents, strategies, plans, mechanisms, policies and measures to promote

technology transfer and renovation activities suitable to each period of the national

socio-economic development.

3. To assign and decentralize the performance of State management functions for

technology transfer activities.

4. To promulgate the List of technologies encouraged for transfer, the List of

technologies restricted from transfer and the List of technologies banned from

transfer.

Article 54. Responsibility of the Ministry of Science and Technology

1. To act as the focal point which assists the Government to perform consistent

State management on technology transfer activities.

2. To chair the formulation of programs, projects and policies on importing

technologies, developing the science and technology market, promoting technology

transfer, use and renovation activities to submit to the Prime Minister for decision-

making.

3. To establish the List of technologies encouraged for transfer, the List of

technologies restricted from transfer and the List of technologies banned from transfer

to submit to the Government for promulgation.

4. To grant and revoke Technology Transfer Licenses for technologies on the List

of those restricted from transfer.

5. To appraise, comment, inspect and monitor technologies used in investment

projects under the assigned authority.

6. To provide guidance on evaluation of technological level and capacities in

sectors and fields according to requirements for the socio-economic development and

international economic integration in each period.

7. To organize the appraisal, selection and publicization of technologies created

from scientific research and technological development results.

8. To organize training and improve professional capacities and skills in activities

of technology transfer, commercialization of scientific research and technological

development results and technology use and renovation.

9. To conduct statistical work on technology transfer, use and renovation as

stipulated by laws, and establish technology database.

10. To conduct inspection and examination, settle complaints and denunciations

and handle violations of the law on technology transfer.

11. To carry out international cooperation on technology transfer under the

assigned authorities.

12. To organize advocacy, dissemination and education on the law on technology

transfer.

13. To prepare reports on technology transfer activities and regular reports on

nationwide technology renovation activities every 05 years to submit to the

Government.

14. To perform other tasks as stipulated by laws.

Article 55. Responsibility of ministries and ministerial-level agencies

1. Ministries and ministerial-level agencies in their management fields with the

assigned authorities shall be responsible for coordinating with the Ministry of Science

and Technology in performing State management of technology transfer activities as

follows:

a) To propose technologies to establish the List of technologies encouraged for

transfer, the List of technologies restricted from transfer and the List of technologies

banned from transfer;

b) To formulate plans, schemes, programs, measures, mechanisms and policies on

promoting technology transfer, use and renovation activities;

c) To inspect and monitor technologies and quality of products, goods and services

created from the technology transfer, use and renovation.

2. To organize the appraisal, selection and publicization of technologies created

from scientific research and technological development results, and create favorable

conditions for enterprises to receive the technology transfer in their management

fields with the assigned authorities.

3. To create favorable conditions for technology transfer activities, especially

technologies encouraged for transfer and technology transfer activities performed in

locations where technology transfer is encouraged.

4. To organize the appraisal, comment, inspection and monitoring of technologies

used in investment projects and technology transfer as stipulated by laws.

5. To carry out international cooperation on technology transfer under their

assigned authorities.

6. To conduct statistical work on technology transfer, use and renovation to send to

the Ministry of Science and Technology.

Article 56. Responsibility of provincial-level People’s Committees

Each provincial-level People’s Committee which perform State management on

technology transfer activities within their assigned functions and powers, shall take

the following responsibilities:

1. To promulgate within its assigned authority or submit to the competent level for

promulgation, and organize the implementation of regulatory and legal documents,

strategies, policies, schemes, programs and plans on technology transfer, use and

renovation in the province.

2. To organize the appraisal and comment on technologies used in investment

projects as stipulated by laws.

3. To create favorable conditions for organizations and individuals in technology

transfer, use and renovation activities in localities.

4. To timely prevent the transfer of plant varieties and animal breeds which are not

yet recognized as technical advancements; agricultural materials which are not

allowed to produce, trade, use and circulate as stipulated by laws.

5. To organize the inspection and appraisal of technology transfer activities in

localities; establish and manage database, information and statistics on technology

transfer, use and renovation activities; submit statistics on technology transfer, use and

renovation activities to State management agencies in charge of science and

technology.

6. To organize advocacy, dissemination and education on the law on technology

transfer.

7. To conduct inspection and examination, settle complaints and denunciations and

handle violations of the law on technology transfer with the assigned authorities.

Article 57. Statistics on technology transfer, use and renovation

The statistical work on technology transfer, use and renovation shall be performed

in accordance with the law on statistics and the following provisions:

1. Statistics on technology transfer, use and renovation is one of the contents of

annual statistical reports of State management agencies in charge of science and

technology.

Annually, the Ministry of Science and Technology shall chair and coordinate with

Ministries and ministerial-level agencies to prepare statistics on technology transfer,

use and renovation nationwide;

2. The Ministry of Science and Technology shall coordinate with the central

statistics office under the Ministry of Planning and Investment to establish the system

statistical indicators and collect statistical information on technology transfer, use and

renovation of enterprises; coordinate with the central tax agency and central customs

agency under the Ministry of Finance to carry out the connection and sharing of

statistical data on technology transfer, use and renovation;

3. Each provincial-level People’s Committee shall be responsible for preparing

statistics on technology transfer, use and renovation in localities under their

management;

4. Organizations and individuals requested to provide information on technology

transfer, transfer, use and renovation shall be responsible for providing honest,

accurate, adequate and timely information as requested by statistical offices;

5. The Ministry of Science and Technology shall stipulate in details the collection

of statistics on technology transfer, use and renovation.

Article 58. Responsibility of oversea Vietnamese diplomatic missions in

foreign countries for technology transfer activities

Oversea Vietnamese diplomatic missions in foreign countries shall be responsible

for searching for technologies, supporting and promoting technology transfer

activities, and creating favorable conditions for transfer of technologies from abroad

to Vietnam and vice versa.

Chapter VI

IMPLEMENTATION PROVISIONS

Article 59. Entry into force

1. This Law shall take effect as of July 01, 2018.

2. The Law on Technology Transfer No. 80/2006/QH11 shall become null as of

the date this Law is put into effects.

Article 60. Transitional provisions

1. Agreements on technology transfer signed by parties before the date this Law is

put into effects, in case an extension is required, it is compulsory to carry out

procedures for registration and extension in accordance with this Law.

2. Applications for registering technology transfer contracts which are submitted

before the date this Law is put into effects but are not yet processed shall be treated in

accordance with regulations of the Law on Technology Transfer No. 80/2006/QH11.

3. Organizations providing technology appraisal, valuation and assessment

services which are established before the date this Law is put into effects must carry

out procedures to apply for the Certificate of eligibility to provide technology

appraisal and assessment services with the competent State management agencies

within 12 months from before the date this Law is put into effects.

This Law has been ratified on June 19, 2017 by the Fourteenth National Assembly

of the Socialist Republic of Vietnam at its 3rd session.

CHAIRMAN OF THE NATIONAL

ASSEMBLY

Nguyen Thi Kim Ngan