Phụ lục: Thông tư 05/2014/TT-BKHCN

CIRCULAR

ON PROMULGATION OF “CONTRACT FORM FOR SCIENTIFIC RESEARCH AND TECHNOLOGY DEVELOPMENT”

Pursuant to the Law on Science and Technology dated June 18, 2013;

Pursuant to Government's Decree No. 20/2013/ND-CP dated February 26, 2013 on functions, tasks, powers and organizational structure of the Ministry of Science and Technology;

At the request of the Director of the Legal Department;

The Minister of Science and Technology promulgates the “Contract Form for Scientific Research and Technology Development”.

Article 1. Issue together with this Circular the Contract Form for Scientific Research and Technology Development (hereinafter referred to as the Contract) and Contract Liquidation Agreement.

Article 2. This Circular applies to scientific and technological tasks using state budget at national, ministerial, and provincial levels.

In addition to the contents specified in this Contract form, the parties to the Contract may agree to add other provisions that are not contrary to legal regulations.

As for scientific and technological tasks that use the state budget at the grassroots level and scientific and technological tasks that do not use the state budget, the parties to the Contract can refer to and use the contents specified in the Contract form issued with this Circular to draft a contract to perform scientific and technological tasks under their management.

Article 3. This Circular comes into force as of May 26, 2014.

Article 4. Director of the Legal Department, heads of units affiliated to the Ministry and heads of relevant agencies and organizations shall implement this Circular.

Difficulties that arise during the implementation of this Circular should be reported to the Ministry of Science and Technology for consideration./.

CONTRACT FORM

(Issued together with Circular No. 05/2014/TT-BKHCN dated April 10, 2014 of the Minister of Science and Technology)

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

[Location]……………, [date]…………………..

CONTRACT FOR 1………………..

No. ..……………….

Pursuant to the Civil Code dated June 14, 2005;

Pursuant to the Law on Science and Technology dated June 18, 2013;

Pursuant to Circular No. 05/2014/TT-BKHCN dated April 10, 2014 of the Minister of Science and Technology on promulgation of the “Contract form for scientific research and technology development”;

Pursuant to ……..(insert the Decisions on approval for, assignment and implementation of scientific research and technology development tasks)

WE ARE:

1. Commissioning party (Party A): (Insert the name of the organization with authority to sign the Contract as prescribed in Clause 2, Article 27 of the Law on Science and Technology).

- Represented by Mr./Mrs................................................. ................................................

- Position:…………………………………………

- Address: .....................................................................................................................

- Phone number: …………………………………………………Email: ................................

2. Executing party (Party B): (Insert the name of the organization in charge of executing Research/Scheme/Project/Experimental Project):

- Represented by Mr./Mrs: ................................................................................................

- Position:…………………………………………

- Address: .....................................................................................................................

- Phone number: …………………………… Email: ............................................................

- Account number: ............................................................................................................

- At: .......................................................................................................................

hereby mutually agree to sign Contract for… 2 (hereinafter referred to as Contract) with the following terms:

Article 1. Commissioning and executing Research/Scheme/Project/Experimental Project.

Article 1. Party A orders and Party B agrees to execute Research/Scheme/Project/Experimental Project “…”3 based on the Proposal for Research/Scheme/Project/Experimental Project which has been approved by the competent authority (hereinafter referred to as Proposal).

Proposal is an integral part of the Contract.

Article 2. Contract duration

Duration of the Research/Scheme/Project/Experimental Project is ……… months, from [month] ……….year 20 ……..to [month]…... year 20 …….

Article 3. Budget for executing Research/Scheme/Project/Experimental Project

1. Research/Scheme/Project/Experimental Project is executed in the form of 4: Partial cost reimbursement/Full cost reimbursement to the final product.

2. Total budget for executing Research/Scheme/Project/Experimental Project is ……… (in words……… ), in which:

- Budget from the state budget:……………. (in words …).

+ Fixed budget: ……………. (in words …).

+ Non-fixed budget: ……………. (in words …).- 5 ……………. (in words …).6.

3. Budget disbursement schedule: is specified in the Proposal in accordance with legal regulations.

Article 4. Rights and obligations of the Parties

1. Rights and obligations of Party A

a) Provide necessary information for the initiation and execution of the Contract;

b) Disburse a fund from the state budget to Party B as specified in Clause 2, Article 3 of this Contract according to the budget disbursement schedule, corresponding to the approved research contents;

c) Approve the plan for bidding, procurement of machinery, equipment, materials, and services of the Research/Scheme/Project/Experimental Project with the budget allocated by Party A (If any) ;

d) Prior to each budget disbursement, according to the Party B’s progress report of the Research/Scheme/Project/Experimental Project, Party A will, based on the completed products and workload compared to the Proposal to disburse additional budget for execution of the Contract. Party A is entitled to change the disbursement schedule or stop disbursing funds if Party B fails to complete the work on time and to the required specifications;

dd) Undertake periodic or surprise inspection to assess Party B’s progress on the Research/Scheme/Project/Experimental Project compared to the Proposal;

e) Promptly review and resolve the request of Party B to modify the content, budget, and other issues related to the Research/Scheme/Project/Experimental Project within their scope of authority or seeking resolution from the competent authority;

g) Conduct an evaluation and acceptance of the execution results of the Party B's Research/Scheme/Project/Experimental Project according to the requirements and targets in the Proposal;

h) Liquidate the Contract with Party B as per applicable legal regulations;

i) Coordinate with Party B to handle assets purchased with the state budget or created from research results of the Research/Scheme/Project/Experimental Project using the state budget (if any) in accordance with legal regulations;

k) Receive and hand over the execution results of the Research/Scheme/Project/Experimental Project to the organization that proposes the commissioning or the organization that rolls out the application thereof after acceptance;

l) Provide guidelines for payment of remuneration to the author if there is a profit earned from applying the results of the Research/Scheme/Project/Experimental Project and informing the author of the handover of the execution results of the Research/Scheme/Project/Experimental Project (if any);

m) Authorize Party B to register for intellectual property protection for the execution results of the Research/Scheme/Project/Experimental Project (if any) as per applicable legal regulations;

n) Perform other rights and obligations in accordance with the Law on Science and Technology and related documents.

2. Rights and obligations of Party B

a) Fulfill all the research tasks of the Research/Scheme/Project/Experimental Project to meet requirements pertaining to quality, progress, and targets specified in the Proposal;

b) Commit to develop and deliver the final product that fully meets the approved criteria;

c) Obtain the autonomy to use the fixed budget to execute the Research/Scheme/Project/Experimental Project;

d) Request Party A to provide necessary information for the initiation and execution of the Contract;

dd) Propose adjustments to the contents, budget, and duration of Contract where necessary;

e) Request Party A to provide adequate budget according to the schedule specified in the Contract when fully completing the tasks as specified in the committed schedule. Mobilize enough other funding sources as committed. Use the budget for the intended purposes, in accordance with the applicable regulations, and effectively;

g) Develop a plan for bidding, procurement of machinery, equipment, materials, and services of the Research/Scheme/Project/Experimental Project with the budget allocated by Party A (If any) and then send it to Party A for approval and carry out procurement in accordance with legal regulations;

h) Comply with legal regulations during the execution of the Contract. Enable and provide adequate information for managing authorities supervising and inspecting the Research/Scheme/Project/Experimental Project in accordance with legal regulations;

i) Carry out self-assessment and acceptance at the grassroots level according to applicable regulations upon completion of the Research/Scheme/Project/Experimental Project. After evaluation and acceptance at the grassroots level, and complete the dossier according to the conclusion of the Grassroots Evaluation Council, Party B is responsible for transferring this dossier to Party A for Party A to conduct the evaluation and acceptance as per the law;

k) Manage assets purchased with the state budget or created from research results of the Research/Scheme/Project/Experimental Project using the state budget (if yes) until there is a decision to deal with those assets by a competent authority;

l) Liquidate the Contract with Party A as per applicable legal regulations;

m) Register intellectual property protection as authorized by Party A for the research results (if any);

n) Register and submit the execution results of the Research/Scheme/Project/Experimental Project to the scientific and technological information agency and to science and technology information centers as per the law;

o) Announce the execution results of the Research/Scheme/Project/Experimental Project after receiving Party A's permission;

p) Act as the lead of the Research/Scheme/Project/Experimental Project together with individuals who directly create the results of scientific research and technological development, and be named as the author in the Research/Scheme/Project/Experimental Project, and enjoy the copyright, including benefits gained (if any) from commercial production of the results of Research/Scheme/Project/Experimental Project according to legal regulations and other agreements (if any);

q) Directly apply or join the initiation to apply the scientific research and technological development results at the request of Party A or an organization/individual assigned by Party A to own and use the execution results of the Research/Scheme/Project/Experimental Project;

r) Secure the execution results of the Research/Scheme/Project/Experimental Project according to regulations on protecting state secrets;

s) Perform other rights and obligations in accordance with the Law on Science and Technology and related documents.

Article 5. Termination of the Contract

This Contract terminates in the following cases:

1. The Research/Scheme/Project/Experimental Project has ended and been accepted.

2. There are grounds to confirm that the execution or continued execution of the Research/Scheme/Project/Experimental Project is unnecessary, and both parties agree to terminate the Contract ahead of time.

3. Party B is suspended from executing the Research/Scheme/Project/Experimental Project according to the decision of a competent authority.

4. Party B fails to submit documents for evaluation and acceptance of the Research/Scheme/Project/Experimental Project according to legal regulations.

5. Party A commits one of the following breaches, rendering the Research/Scheme/Project/Experimental Project unable to proceed further:

a) Failure to provide adequate budget according to the progress of the Research/Scheme/Project/Experimental Project without a legitimate reason;

b) Failure to promptly resolve Party B's proposals in accordance with legal regulations.

Article 6. Financial settlement upon termination of the Contract

1. As for a Research/Scheme/Project/Experimental Project that has ended and been accepted:

a) If this Research/Scheme/Project/Experimental Project has ended and been accepted as “Passed” or higher, Party A shall disburse full budget to Party B as specified in the Contract.

b) If this Research/Scheme/Project/Experimental Project has ended and been accepted as “Failed”, Party B shall reimburse the amount of budget that has been disbursed but not yet used. Party B reimburses …7 in total state budget used for the Research/Scheme/Project/Experimental Project in case of objective mistake, or … ⁸ in total state budget used for the Research/Scheme/Project/Experimental Project in case of subjective mistake.

2. As for a Research/Scheme/Project/Experimental Project that has ended as their further execution deems unnecessary:

a) If the Research/Scheme/Project/Experimental Project has ended as their further execution deems unnecessary, the two Parties shall jointly determine the amount of work Party B has performed to as a basis for payment of the funds used by Party B to execute the Research/Scheme/Project/Experimental Project and recover the remaining budget allocated to Party B.

b) In case the two Parties agree to sign a new Contract to replace the old one and the research results of the old Contract is an integral part of the research results of the new Contract, the amount of budget allocated to the old Contract shall be included in the budget for the new Contract, and they may proceed the new Contract.

3. If a Research/Scheme/Project/Experimental Project is suspended under a decision of a competent authority or the Contract is terminated because Party B fails to submit documents for evaluation and acceptance of the Research/Scheme/Project/Experimental Project in accordance with law, Party B is responsible for reimbursing all state budget funds that have been allocated but have not been used. Party B shall reimburse …⁹ in total state budget used for the Research/Scheme/Project/Experimental Project in case of objective mistake, or … ¹⁰ in total state budget used for the Research/Scheme/Project/Experimental Project in case of subjective mistake.

4. If an incomplete Research/Scheme/Project/Experimental Project due to Party A's fault leads to the termination of the Contract, Party B does not have to reimburse the budget used for their execution, but still must prepare the final statement of budget in accordance with legal regulations.

Article 7. Asset handling upon termination of the Contract 11

1. Upon termination of the Contract, the handling of assets purchased or formed with state budget allocated to the Research/Scheme/Project/Experimental Project shall be carried out in accordance with the law.

2. As for physical products of the Research/Scheme/Project/Experimental Project using state budget: revenues earned after sale of these products on the market, after deducting necessary and valid expenses, are distributed in accordance with the law.

Article 8. General provisions

1. During the execution of the Contract, if either Party requests to amend the Contract or has grounds to terminate the execution of the Contract, they must notify the other party at least 15 working days before the amendment or termination, and identify the responsibilities of each party and actions to be taken. Amendments (if any) must be made in writing with signatures of the Parties and are considered as an integral part of the Contract and are the basis for acceptance of the results of the Research/Scheme/Project/Experimental Project.

2. When either Party encounters a force majeure event that leads to the inability or delay in performing the obligations agreed upon in the Contract, they are responsible for notifying the other Party within 10 working days from the date of occurrence. Both Parties are responsible for jointly determining the cause and reporting to the competent authority for resolution in accordance with legal regulations.

3. Both Parties commit to strictly abide by the Contract and are responsible for cooperating in resolving problems that arise during execution. The Party that breaches the commitments in the Contract shall be held accountable as per the law.

4. Any disputes arising during the execution of the Contract shall be resolved by the Parties through negotiation and mediation.

When mediation fails, either Party has the right to refer the dispute to arbitration for resolution (or file a lawsuit with a competent Court according to the civil procedure law)12;

Article 9. Effect of the Contract

This Contract takes effect from ……….. This Contract is made into .... copies and has equal value, each Party keeps .... copies./.

FORM OF CONTRACT LIQUIDATION AGREEMENT

(Issued together with Circular No. 05/2014/TT-BKHCN dated April 10, 2014 of the Minister of Science and Technology)

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

[Location]……………, [date]…………………..

CONTRACT LIQUIDATION AGREEMENT FOR 1

No. ……………….

Pursuant to the Civil Code dated June 14, 2005;

Pursuant to the Law on Science and Technology dated June 18, 2013;

Pursuant to Circular No. 05/2014/TT-BKHCN dated April 10, 2014 of the Minister of Science and Technology on promulgation of the “Contract form for scientific research and technology development”;

Pursuant to ……. (insert documents on evaluation and acceptance of this scientific and technological task)

Pursuant to Contract 2 …………..No.……….. dated ……………………..

WE ARE:

1. Commissioning party (Party A): (Insert the name of the organization with authority to sign the Contract as prescribed in Clause 2, Article 27 of the Law on Science and Technology).

- Represented by Mr./Mrs................................................. ................................................................ ................

- Position:…………………………………………

- Address: ....................................................................................................................

- Phone number:……………………………… Email: .......................................................

2. Executing party (Party B): (Insert the name of the organization in charge of executing Research/Scheme/Project/Experimental Project):

- Represented by Mr./Mrs: ...............................................................................................

- Position:…………………………………………

- Address: ....................................................................................................................

- Phone number: …………………………… Email: ........................................................

- Account number: ...........................................................................................................

- At: ..........................................................................................................................

hereby mutually agree to deliver the results and liquidate Contract ……3 No. …..dated …… (hereinafter referred to as Contract) with the following terms:

Article 1. Confirmation of execution results of Research/Scheme/Project/Experimental Project

For complete Research/Scheme/Project/Experimental Project

1. Party B has completed the execution of the Research/Scheme/Project/Experimental Project“…..”4according to the Proposal of the Research/Scheme/Project/Experimental Project approved by Party A and … (insert other amending documents of the competent authorities - if any).

Duration of the Research/Scheme/Project/Experimental Project is ……… months, from [month] ……….year 200 ……..to [month]…... year 200 …….

2. Party A has organized the evaluation and acceptance of the execution results of the Project/Scheme/Project/Test Production Project dated....month…..year 20…. (Attached: a copy of the evaluation and acceptance record and the decision of the competent authority on recognition of the evaluation and acceptance results).

3. Party B has registered and submitted the execution results of the Research/Scheme/Project/Experimental Project to the scientific and technological information agency and to science and technology information centers as per the law. (Attached: a copy of the confirmation of registration and submission).

4. Party B has transferred to Party A the documents and reports stated in the Proposal of the Research/Scheme/Project/Experimental Project and the Appendices attached to Contract No.... (Attached: a relevant list).

5. Party A assigned Party B to keep other results of the Research/Scheme/Project/Experimental Project (such as investigation data, surveys, product samples,...) (Attached: a detailed list).

For incomplete Research/Scheme/Project/Experimental Project:

1. Party B has executed the Research/Scheme/Project/Experimental Project“…..”, according to the Proposal of the Research/Scheme/Project/Experimental Project approved by Party A and … (insert other amending documents of the competent authorities - if any).

Duration of the Research/Scheme/Project/Experimental Project is ……… months, from [month] ……….year 200 ……..to [month]…... year 200 …….

2. The Research/Scheme/Project/Experimental Project “……” is recognized as incomplete (Attached: Decision on termination (or suspension of) the execution of the Research/Scheme/Project/Experimental Project or Evaluation and acceptance record of the Research/Scheme/Project/Experimental Project as “Failed”, and Confirmation of amount of work completed by Party B).

3. Party B has transferred Party B other documents and results of the Research/Scheme/Project/Experimental Project (such as investigation data, surveys, product samples,...) accordance with the amount of work that has been verified as completed - if any (Attached: a detailed list).

Article 2. Financial settlement of The Research/Scheme/Project/Experimental Project

For complete Research/Scheme/Project/Experimental Project:

1. The budget disbursed from the state budget to execute the Research/Scheme/Project/Experimental Project is: million VND;

2. The budget proposed by Party B and approved by Party A is: … million VND.

For incomplete Research/Scheme/Project/Experimental Project

1. The budget Party A disbursed from the state budget to execute the Research/Scheme/Project/Experimental Project is: …million VND;

2. The budget used by Party B and requested for settlement is: …million VND;

3. The budget accepted by Party A for settlement is: …million VND;

(Attached: the Confirmation of completed amount of work and accepted for the budget settlement by the competent authority);

4. The amount of budget that Party B must reimburse to the state budget is: .... million VND (insert the Decision of the competent authority determining the amount of budget that Party B must reimburse)

Up to now, Party B has completely reimbursed the above amount to the state budget (Attached: the Confirmation)

Article 3. Handling of assets of the Research/Scheme/Project/Experimental Project (for both complete and incomplete Research/Scheme/Project/Experimental Project)

Insert the results of handling assets purchased with state budget allocated to the Research/Scheme/Project/Experimental Project and the results of handling assets created from the research results of the Research/Scheme/Project/Experimental Project (Attached: the Decision on asset handling of the competent authority.)

This Contract Liquidation Agreement takes effect from the date of signing; is made into .... copies and has equal value, each Party keeps .... copies./.

1 Type of science and technology task: Contract for executing Scientific Scheme/Science And Technology Research/Science And Technology Project/Experimental Project.

2 Type of science and technology task: Contract for executing Scientific Scheme/Science And Technology Research/Science And Technology Project/Experimental Project.

3 Type of science and technology task.

4 Select and insert the form of cost reimbursement applicable to approved scientific and technological task.

5 Remove this content for a scientific and technological task executed in the form of full cost disbursement to the final product

6 Remove this content for a scientific and technological task not funded from other sources

7,8,9,10 The Parties determine the reimbursement amount based on applicable legal regulations on the level of liability for incomplete scientific and technological tasks.

11 Remove this content for a Research/Scheme/Project/Experimental Project that has no asset purchased with funds from the state budget.

12 The Parties agree and only state in the Contract one form of resolution: Arbitration or Court.

1 Type of science and technology task: Contract for executing Scientific Scheme/Science And Technology Research/Science And Technology Project/Experimental Project.

2 Write the name of the Contract to be liquidated

3 Write the name of the Contract to be liquidated

4 Type of science and technology task.

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