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Legal Update

Decree Revising Registration of Amended Technology Transfer Contract

25 November 2011
Mayer Brown JSM Legal Update

On 15 November 2011, the Vietnamese Government issued Decree No. 103/2011/ND-CP ("Decree 103") to revise the provisions on registration of amendments or additions to a technology transfer contract ("TTC") in Decree No. 133/2008/ND-CP ("Decree 133") dated 31 December 2008. Decree 133 provides detailed regulations on implementation of the Law on Technology Transfer.

The amendments made by Decree 103 are presented below.

To be specific, under Decree 133 the same standard form is used for both the request for registration of a TTC and the request for registration of amendments or additions to a TTC. Decree 103 provides a separate standard form for the latter.

Under Decree 133, in the application file for registration of amendments or additions to a TTC, there must be included "the original or notarised copy of the amended TTC in Vietnamese and a foreign language. The contract must be signed, sealed and initialed by the contracting parties, and if one of the contracting parties is an organisation then the contract must contain an overlapping seal on all pages including appendices".

Decree 103 replaces "notarised copy" with "certified copy" (of the amended TCC in Vietnamese and a foreign language) and further amends the above provision by adding "if the parties to the TTC are Vietnamese organisations and/or individuals, the amended TTC need only be in Vietnamese". Clearly, these two amendments are for the sake of administrative procedure simplification. While "notarisation" must be done at a notary office, "certification" can be conducted faster by the People's Committee of a ward with respect to Vietnamese documents or the People's Committee of a district with respect to foreign documents.

Decree 133 fails to prescribe the number of sets in which a file for registration of amendments or additions to a TTC must be made. Decree 103 stipulates that three such sets are required, comprising one original and two photocopies.

Decree 133 also fails to prescribe the time-limit for issuance of a certificate of registration of an amended TTC. Decree 103 stipulates that within seven business days from receipt of a valid application file, the certificate-issuing agency must consider and issue a certificate of registration of an amended TTC. In the case of a refusal, such competent agency must send a written reply specifying the reasons for its refusal.

Decree 103 will become effective as from 1 January 2012.

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