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

DATED THE _____ DAY OF _______________ 20[ ]BETWEEN[FIRST PARTY]AND[SECOND PARTY]

LICENSE OF [PLEASE INSERT NAME OF THE LICENSED TECHNOLOGY] TECHNOLOGYAGREEMENTSAMPLETHIS LICENSE AGREEMENT (this “Agreement”) is made in (place) on this ____ day of__________ 20[ ]BETWEEN:(1)[FIRST PARTY], in [COUNTRY] and having its address at [address] ("Licensor");

AND
(2)

[SECOND PARTY], in [COUNTRY] and having its address at [address] (“Licensee”)(collectively known as the “Parties” and individually as the “Party”).
WHEREAS:The Licensor has agreed to license to the Licensee and the Licensee has agreed to accept theright to use the Inventions for the purposes of and in connection with the Business upon theterms and conditions set out in this Agreement;
NOW IT IS HEREBY AGREED as follows:1.

DEFINITIONSAs used in this Agreement, the following terms shall have the following meanings, unless thecontext requires otherwise:“Business” shall mean the business of [or intends to engage in;] in Vietnam which the Licensee is engaged in“Vietnam” shall mean the Socialist Republic of Viet Nam;
“Vietnamese Dong” and the abbreviation “VND” shall mean the lawful currency of the
Republic of Vietnam.
“Inventions” shall mean any invention of technology and formula owned by the Licensor,
the particulars of which are set out in Schedule 1 hereto and all other inventions oftechnology and formula which may be owned by the Licensor and developed or used fromtime to time by the Licensor.
“Premises” shall mean ___________; and.

2.

LICENSED TECHNOLOGY

2.1

Name of the licensed technology: [Please insert].

2.2

Origin of the technology: [Please insert].

2.3

Diagram of the technological process (if any): [Please insert].

2.4

Main technical specifications: [Please insert].

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2.5

Conditions of main machinery, equipment and technological line (if any): [Please
insert].

2.6

Results of using the licensed technology: [Please insert].

3.

LICENSE

3.1

Subject to the terms and conditions of this Agreement the Licensor hereby grants to
the Licensee and the Licensee hereby accepts an exclusive/non-exclusive license to
use the Inventions in connection with the Business in Vietnam with effect from thedate of this Agreement.

3.2

The Licensee shall not grant any sublicense without the prior written consent of theLicensor.

3.3

Subject to Clause 3.2, the license granted pursuant to Clause 3.1 is not transferable
by the Licensee to any other party and the Licensee is not authorized to use theInventions outside Vietnam or in connection with any business other than theBusiness.

4.

OWNERSHIP
The Licensee hereby acknowledges the ownership of and the right of the Licensor touse, exploit and license the Invention. The Licensee undertakes that it will not,directly or indirectly, at any time during or after the duration of this Agreement, door allow to be done any act or thing which will in any way impair the ownership,rights and title of the Licensor in the Inventions, including without limitation the rightof the Licensor to patent the Inventions in Vietnam or elsewhere.

5.

CONDITIONS OF USE

5.1

The Licensee shall use the Inventions, during the term of this Agreement, only to theextent reasonably necessary to carry out the Business in Vietnam.

5.2

The Licensee’s use of the Inventions must be in strict accordance with the terms andconditions of this Agreement and any specifications issued by the Licensor in writingfrom time to time.

5.3

The Licensee shall from time to time as requested by the Licensor allow the
Licensor’s representative to enter the Premises during working hours with priorappointment for the purpose of examining compliance with the terms of thisAgreement by the Licensee.

6.

IMPROVEMENTS

6.1

If either Party makes, devises, discovers, or otherwise acquires rights in, any
improvement, enhancement or modification to the licensed technology (hereinafterreferred to as "Improvement"), such Party shall, to the extent that it is not prohibitedby law, promptly notify the other Party in writing giving details of the Improvement,

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SAMPLEand shall, if the other Party so requests, provide such further information as isreasonably required.
6.2

Information provided under Clause 6.1 above shall be subject to the confidential
obligation under Clause 14 of this Agreement.

6.3

The Licensee shall grant to the Licensor a non-exclusive, worldwide irrevocable
license (together with the right to grant sub-licenses) to jointly own and/or use in any
manner any Improvement which is made, devised or discovered by the Licensee. In
consideration, the Licensor shall pay to the Licensor a royalty in the amount of[_________] within [______] days of grating the Improvement.

7.

PRODUCTS CREATED BY LICENSED TECHNOLOGY

7.1

If the Licensee creates any products by the licensed technology, it shall, to the extent
that it is not prohibited by law, promptly notify the other Party in writing giving
details of the products, and shall, if the Licensor so requests, provide such further
information as is reasonably required.

7.2

Information provided under Clause 7.1 above shall be subject to the confidential
obligation under Clause 14 of this Agreement.

8.

PROTECTION OF THE INVENTIONS

8.1

The Licensee shall execute all such documents and do all such acts and things as may
be necessary to protect the Inventions, and shall not do anything or omit to do
anything if such action or omission shall damage any Invention. In this regard, theLicensee shall fully comply with all the laws and regulations of Vietnam. The Licensee
agrees to give immediate notice in writing to the Licensor of any infringement or
possible infringement of the Inventions, which may come to its attention.

8.2

The Licensor may, in its absolute discretion, take such action as it may deem
necessary or desirable, at law or otherwise, in Vietnam or elsewhere, to stop any
infringement of the Inventions.

9.

PATENTING OF THE INVENTIONS

9.1

In the event that the Licensor proceeds to patent or is in the process of patenting theInventions in Vietnam, the Licensee shall do all that is necessary to assist the Licensor
to complete such patenting of the Inventions including without limitation the signingof any document that the Licensor may require.

9.2

The Licensee agrees not to, directly or indirectly, patent the Inventions in Vietnam orelsewhere.

9.3

In the event that the Inventions are patented under the regulations on intellectual
property of Vietnam, the Licensee shall execute and deliver all such documents andtake such actions as the Licensor may request, including without limitation recording
this Agreement or a new agreement (should this be necessary), so that this4

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Agreement is in compliance with the requirements of the regulations on intellectual
property of Vietnam. Any such new agreement shall have the same terms as thisAgreement but with necessary modifications to reflect the fact that the patent has
been registered. The Parties shall also agree to include into any such new agreement
such terms, and make such amendments, that are required under the laws andregulations of Vietnam.
10.

PAYMENTS

10.1

In consideration of the granting of the License, the Licensee hereby agrees andundertakes to pay to the Licensor royalty in the amount of _________ (the “Fee”)
within ______ days of signing of this Agreement.

10.2

The Fee shall be remitted to the Licensor, without set-off, deduction or withholding
and in VND, to the Licensor’s designated bank account. In the event that the Licensee
is required by any applicable law to make such deduction or withholding, theLicensee shall pay to the Licensor such additional amounts as will result in the receipt
by the Licensor of a net amount equal to the full amount which would otherwise
have been received by the Licensor had such deduction or withholding not beenrequired.

11.

INDEMNITY
Without prejudice to any other rights and remedies available to the Licensor at law,in equity, or under any other provisions in this Agreement or any other agreement
between the Parties, the Licensee hereby agrees to indemnify the Licensor against
and compensate the Licensor for any and all demands, claims, actions, losses,
damages, liabilities, costs and expenses (including legal fees) suffered, incurred orsustained by the Licensor directly or indirectly as a result of any breach by the
Licensee of this Agreement.

12.

DURATION AND TERMINATION

12.1

The license granted to the Licensee pursuant to Clause 3.1 shall commence on thedate of this Agreement and shall continue until termination by mutual agreement of
the Parties or pursuant to this Agreement.

12.2

Either Party may terminate this Agreement by giving [6] months’ prior written noticeto the other Party.

12.3

Notwithstanding anything in this Agreement to the contrary, the license granted to
the Licensee under Clause 3.1 shall terminate immediately without any further noticeor formality in the event that:(a)the Licensee does not perform or comply with any one or more of its
obligations under this Agreement or any other agreement between theParties and, where that default is capable of remedy, it is not remedied to thesatisfaction of the Licensor within sixty (60) days after service by the Licensor
to the Licensee of a notice in writing specifying such breach and requiring thesame to be remedied within sixty (60) days after service of the said notice;5

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12.4(b)a petition for the bankruptcy, dissolution or liquidation of the Licensee is filed
or commenced against the Licensee or similar proceedings are taken against
the Licensee; or the Licensee becomes insolvent or is unable to pay its debts
as they fall due, stops, suspends or threatens to stop or suspend payment of
all or a material part of its debts, or proposes or makes a general assignment
or an arrangement or composition with or for the benefit of its creditors; or areceiver or manager or other similar officer is appointed in respect of thewhole or any part of the assets or property of the Licensee;(c)the Licensee fails to comply with Clause 9.3 of this Agreement; or(d)the Business ceases or is suspended for any reason whatsoever for more than[____] days.

Upon termination of the license granted to the Licensee under Clause 3.1 for any
reason, the Licensee shall, without further notice or demand from the Licensor:(a)cease forthwith to use, in connection with the Business or otherwise, theInventions;(b)

not claim that any use by the Licensee of any of the Inventions has created in
the Licensee any continuing right, title or interest of any nature in and to theInventions.

12.5

Upon the termination of this Agreement for any reason, the Licensee shall not have aclaim against the Licensor by reason of the termination of this Agreement or any
right hereunder. The Licensee hereby expressly and irrevocably waives allcompensation, claim for damages, payment for goodwill, severance payment,
indemnity or any amount for any other cause by reason of such termination.

12.6

Notwithstanding anything to the contrary herein contained, any termination
pursuant to this Clause 12 shall be without prejudice to any other rights or remedies,
which a Party may have at law or in equity by reason of any breach by the other Party.

12.7

The provisions of this Clause 12 shall survive the termination of this Agreement for
any reason.

13.

NOTICE
Unless otherwise specified herein, all notices, demands, requests or othercommunications to or upon any of the Parties hereto shall be in writing in English
language and shall be delivered by air courier (and deemed delivered fourteen (14)days after despatch thereof) or by hand (and deemed delivered on receipt) or byfacsimile transmission (and deemed delivered on successful transmission). All such
notices, demands, requests or other communications shall be addressed to thefollowing addresses and facsimile numbers (or such other address and facsimile
numbers as any of the Parties hereto may designate from time to time by written
notice to the other):

The Licensor:[Address]

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Attention:
Fax No.:
The Licensee:[Address]
Attention:
Fax No.:14.

CONFIDENTIALITY

14.1

The Licensee agrees on behalf of itself and its employees, servants, agents, affiliates,
subsidiaries, assigns and successors that the Licensee will maintain as secret andconfidential all Information received from the Licensor including all such informationand documents relating to or in connection with the subject matter of thisAgreement.
Upon the request of a Party, any or all employees of the other Party may be required
to sign a confidentiality agreement in form and substance satisfactory to therequesting Party.

14.2

The duty of confidentiality to a Party under this Clause shall not apply to information
which:(a)at the time of disclosure was in the public domain;(b)prior to such disclosure, becomes generally available to third parties by
publication or otherwise through no fault or breach of the other Party;(c)is lawfully in the possession of the other Party prior to such disclosure andwhich was not acquired subject to a confidentiality obligation;(d)is required to be disclosed by reason of law or applicable regulatory
requirements; or(e)needs to be disclosed to the other Party’s officers, employees or professional
advisors to the extent necessary to enable that Party to perform its
obligations under this Agreement

14.3

Subject to the provisions of this Agreement, neither Party shall directly or indirectly,use, publish, disseminate or otherwise disclose any Information obtained inconnection with this Agreement or the Business without the prior written consent of
the other Party.

14.4

The provisions of this Clause 14 shall survive the termination of this Agreement for
any reason.

15.

FORCE MAJEURE
Notwithstanding anything contained in this Agreement, and apart from any
obligation of the Licensee to pay monies to or indemnify the Licensor hereunder, no
Party shall be liable for any failure or delay on its part to perform any of the terms,
conditions, covenant or obligations of this Agreement to the extent that such failure

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SAMPLEor delay is the result of a cause beyond its reasonable control including, but without
limiting the generality of the foregoing, such things as an act of God, a fire, an act of apublic enemy, a flood, a quarantine restriction, an epidemic, a labour dispute, a riot,
a civil commotion, vandalism or a malicious mischief and which occurs without thefault or negligence of the Party seeking relief (a “Force Majeure Event”. Each Party
shall bear its own losses arising from a Force Majeure Event. Should a Force Majeure
Event continue for more than three (3) months, the non-affected Party may
terminate this Agreement.
16.

REPRESENTATIONS & WARRANTIES

16.1

Each Party hereby represents and warrants to the other Party that it has all requisite
legal power and authority and has obtained all necessary consents and approval toenter into and perform this Agreement and this Agreement constitutes legally valid
and binding obligations of such Party enforceable in accordance with its terms.

16.2

The Licensor makes no representation or warranty to the Licensee as to the absenceof any restrictions on the Licensee’s use of the Invention due to the rights of a third
party or as to whether the Licensee’s use of the Invention will infringe the rights of athird party to the extent that such restrictions or infringements do not relate toownership of the licensed invention.

16.3

The Licensor hereby represents and warrants that, only if the technology licensed to
the Licensee is used under the conditions stated in [please insert conditions], suchtechnology will achieve the purposes of this Agreement (if [please insert conditions],
such purposes will be considered as achieved).

17.

EXEMPTION FROM LIABILITY

17.1

The Licensor shall bear no liability whatsoever to the Licensee for any loss, damage,or expenses (including legal fees; collectively in this Clause 17, “Damage Etc.”)
incurred by the Licensee or a third party due to or in connection with the use of theInvention, to the extent that the Damage Etc. does not relate to the ownership ofthe licensed invention. If any Damage Etc. arises, the Licensee shall bear all such
Damage Etc. and shall indemnify the Licensor against, and compensate the Licensor
for, any and all Damage Etc. incurred by the Licensor.

17.2

The Licensee shall be liable to respond at its own expense and responsibility to any
action or other legal proceedings filed or commenced against the Licensee by a third
party in relation to Damage Etc. incurred due to or in connection with the Licensee’s
use of the Invention, to the extent that the Damage Etc. does not relate to theownership of the licensed invention. If such third party files or commences an action
or other legal proceedings against the Licensor, the Licensee shall cooperate fully
with the Licensor and bear all liability for Damage Etc. incurred by the Licensor.

18.

GENERAL PROVISIONS

18.1

Counterparts

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SAMPLEThis Agreement may be executed and delivered in a number of counterparts each ofwhich shall when executed and delivered constitute an original but all counterparts
together constitute one and the same instrument.
18.2

Entire Agreement
This Agreement constitutes the full and complete understanding between the Parties
with respect to the subject matter of this Agreement, and neither thecorrespondence nor any other documents exchanged prior to or in connection withthe signing of this Agreement with respect to the subject matter of this Agreement,
nor any statements, warranties, representations, or agreements whether oral or
written, made with respect to the subject matter of this Agreement, duringnegotiations or otherwise, shall be binding on any Party unless expressly
incorporated or referred to in this Agreement.

18.3

Amendments
This Agreement may not be amended orally and may only be amended, altered,supplemented or changed by a written instrument signed by the Parties.

18.4

Severability
If any provision of this Agreement is deemed invalid, unlawful or unenforceable inany respect under any applicable law, the validity, legality and enforceability of theremaining provisions of this Agreement shall not in any way be affected or impaired.
The Parties shall use their best endeavours to replace the invalid, unlawful or
unenforceable provision by a valid, lawful and enforceable one, which will best meetthe purpose and intent of the replaced provision.

18.5

Costs
Each Party shall pay its own costs in negotiating, finalizing, signing and implementing
this Agreement.

19.

GOVERNING LAWThis Agreement shall be governed in all respects by the laws of Vietnam.

20.

DISPUTE RESOLUTION

20.1

In relation to any Dispute between the Parties arising out of, or in connection with,this Agreement, including any question regarding its interpretation, existence,
validity, or termination (a Dispute), the Parties shall in the first instance apply theirreasonable commercial endeavours to resolve that Dispute by negotiation in goodfaith within ten (10) Business Days of the Dispute first being notified in writing by
one Party to the other Party.

20.2

Any dispute which the Parties fail to resolve by negotiation shall be referred to andfinally resolved by arbitration administered by the Singapore International
Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore
International Arbitration Centre ("SIAC Rules") for the time being in force, which

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rules are deemed to be incorporated by reference into this Clause.
20.3

The seat of the arbitration shall be [ ].

20.4

The arbitration tribunal shall consist of one arbitrator, to be appointed in accordancewith the SIAC Rules of Arbitration.

20.5

The language of the arbitration shall be English.

20.6

Nothing in this Agreement will prevent any Party from seeking provisional measuresfrom any court of competent jurisdiction and any such request shall not be deemedincompatible with the Agreement to arbitrate or a waiver of the right to arbitrate.

21.

LANGUAGE
This Agreement is prepared in the Japanese and in the English languages. If there isany discrepancy between the two versions, the Japanese language shall prevail.

IN WITNESS WHEREOF each of the Parties has executed this Agreement on the day and year
first above written.
LICENSOR:
Signed and sealed by __________________[insert name][insert Title]
for and on behalf of[company])))

LICENSEE:
SIGNED and sealed by _______________[insert name][insert Title]
for and on behalf of[PT Y]
in the presence of:-

)

)
)
)

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SAMPLESCHEDULE 1
THE INVENTIONS

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