Chương 4 Nghị định 108/2009/NĐ-CP: Hợp đồng dự án

Chapter IV

PROJECT CONTRACTS

Article 16. Contents of a project contract

1. A project contract indicates the objectives, scope and contents of the project; the rights and obligations of the parties to design, build, operate and manage the project work and other projects (if any).

2. The rights and obligations of a project enterprise shall be agreed by either of the following methods:

a/ After being established, the project enterprise shall sign the project contract to join the investor as a party to the project contract;

b/ The competent state agency, the investor and the project enterprise shall sign a document permitting the project enterprise to receive and exercise the rights and fulfill the obligations of the investor as indicated in the project contract. This document is an integral part of the project contract.

Article 17. Right to receive projects

1. The parties may agree on the lender's receipt of some or all of the rights and obligations of the project enterprise (below referred to as the right to receive projects) in case the project enterprise or the investor fails to fulfill the obligations indicated in the project contract or the loan contract. After receiving a project, the lender shall fulfill all the obligations of the project enterprise or the investor as indicated in the project contract.

2. The conditions and procedures for exercise and contents of the lender's right to receive a project must be specified in the loan contract, written loan guarantee or another agreement signed between the project enterprise or the* investor and the lender, and are subject to approval of the competent state agency.

Article 18. Transfer of rights and obligations under project contracts

1. An investor may transfer some or all of his/her/its rights and obligations under the project contract.

2. The transfer of part or the whole of another project must comply with conditions and procedures prescribed in the investment and construction laws and relevant legal documents.

3. The transfer under Clauses 1 and 2 of this Article is subject to approval of a competent state agency and must not affect the objectives, size, technical standards and implementation progress of the project and other conditions agreed in the project contract.

Article 19. Modification and supplementation of project contracts

1. A project contract may be modified and supplemented in case of any change in the agreed size, work technical standards or total investment capital, or due to the occurrence of a. force majeure event and in other cases as indicated in the project contract.

2. The parties shall agree in the project contract on the conditions for modification and supplementation of the project contract.

3. The modification and supplementation of a project contract is subject to approval of the investment certificate-granting agency.

Article 20. Term of a project contract

1. The term of a project contract shall be agreed by the parties to suit the domain, size and characteristics of the project and may be extended or shortened under the conditions specified in the project contract.

2. For BOT and BTO contracts, the parties shall agree on the specific points of time and duration for building and completion of a work; specific points of time and duration for operation-transfer of a work (for BOT contracts) and specific points of time and duration for transfer-operation (for BTO contracts).

3. For BT contracts, the parties shall agree on the specific points of time and duration for building and transfer of a BT work, and specific points of time and duration for operation and completion of another project depending on the project's domains, size and characteristics in accordance with the investment and construction laws and relevant legal documents.

Article 21. Termination of project contracts

1. A project contract will terminate upon the expiration of the agreed term or will terminate ahead of time when any of the parties breaches the contract without applying effective remedies, a force majeure event occurs or in other cases indicated in the project contract.

2. The parties shall agree in the project contract the conditions for contract termination and handling measures when it terminates ahead of time in the cases specified in Clause 1 of this Article.

Article 22. Application of foreign laws governing project contracts and related contracts

1. The competent state agency and a foreign investor may agree to apply foreign laws to:

a/ Project contracts;

b/ Contracts under which the performance obligations are guaranteed by the competent state agency under Article 40 of this Decree .

2. The application of foreign laws under Clause 1 of this Article must not contravene the Vietnamese law.

Article 23. Security for the project contract performance obligation

1. Measures to secure the project contract performance obligation shall be applied in the form of bank guarantee or other obligation security measures under the civil law.

2. For projects capitalized at up to VND 1.5 trillion, the amount for securing the project contract performance obligation must not be lower than 2% of total investment capital.

3. For projects capitalized at over VND 1.5 trillion, the amount for securing the project contract performance obligation shall be determined on the partially progressive principle below:

a/ For the investment capital portion of up to VND 1.5 trillion, the amount for securing the project contract performance obligation must not be lower than 2% of this capital portion;

b/ For the investment capital portion of over VND 1.5 trillion, the amount for securing the project contract performance obligation must not be lower than 1% of this capital portion.

4. The security for the project contract performance obligation is valid from the date the project contract is officially signed to the date the work is completed.