SAMPLE[WARNING - This sample agreement is only one possible example and is for reference purposes only. It may not meet the needs of specifictransactions, and no recommendation is made as to the content of any of the clauses contained herein. Please consider the content of theindividual clauses contained herein by also referring to the content of the main text of the Report. You should consult a qualified attorney foryour specific needs. Neither the Japan External Trade Organization (JETRO) nor the parties involved in the preparation of this sampleagreement assume any responsibility or liability for any use hereof.]

EMPLOYEE CREATION AGREEMENT
Employer: ______(full name and address)__________________________
Employee: _____(full name and address)___________________________
1.

Employee hereby acknowledges that the right to register any inventions or industrial designs created by
Employee in the course of his or her employment agreement with Employer (“Employee Inventions”
or “Employee Designs”) belongs to Employer. Employee shall execute any documents and do allthings required to facilitate the registration of the Employee Inventions and/or Employee Designs in thename of the Employer.

2.

Employee hereby acknowledges that remuneration for all Employee Inventions and Employee Designs
is already included in the salary or other compensation etc. paid by Employer to Employee, and that
Employee hereby waives the right under Article 122.3 and Article 135 of the Intellectual Property Law
of Vietnam to make any claim against Employer for remuneration.

3.

Employee hereby acknowledges that the following rights pertaining to works created by Employee inthe course of his or her employment agreement with Employer (“Employee Works”) belong toEmployer as of the time of such creation, and that Employee may not make any claim against Employer
for remuneration pertaining to an Employee Work.
(i)to publish the Employee Work or authorize another person to do so(ii) to create derivative works(iii) to perform the Employee Work to the public;(iv) to reproduce the Employee Work;(v) to circulate to the public the original or copies of the Employee Work ;(vi) to publicly transmit the Employee Work; or(vii) to lease the original or copies of the Employee Works including cinematographic works orcomputer programs.
To the extent permitted by applicable laws, Employee hereby agrees not to exercise the following rights
pertaining to Employee Works:(i)to name the Employee Work;(ii) to put his or her real name or pseudonym in the Employee Work, or to have his or her real nameor pseudonym mentioned when the Employee Work is published or used; or(iii) to protect the integrity of the Employee Work, or to object to any alteration, mutilation,
distortion or other modification in any form.

4.

This Agreement is written in the Japanese and Vietnamese languages. In case of any inconsistency
between both language versions, the Japanese language version shall prevail.

5.

This Agreement shall bind and inure to the benefit of both parties and their successors and assigns.
This Agreement shall survive the expiration, termination or cancellation of any other agreement orbusiness relationship between both parties. This Agreement contains the entire agreement between theparties with respect to the subject matter hereof. Any delay in or failure to enforce any provision of thisAgreement shall not constitute a waiver of that provision or any other provision. No right, benefit orobligation under this Agreement shall be deemed waived except by a written instrument signed by the[Translation]
Sampleparty against whom such waiver is alleged. This Agreement may not be amended except by a written
instrument signed by both parties.
6.

Any dispute which arises from or is in connection with this Agreement or its implementation shall besubmitted to the competent Court of Vietnam. During any litigation process, each party remains
obligated to perform all its obligations under this Agreement. The formation, execution, validity andinterpretation of this Agreement, and the settlement of disputes, shall be governed by the laws ofVietnam.

By signing this Agreement, both parties agree to comply with the above terms.

Employer

Employee___________________________________
Authorised Signature___________________________________
Authorised Signature___________________________________(Designated Representative (please print name))
Company Seal:

Date:

2