In the context of deepening international integration, international cooperation agreements in science and technology play a vital role in promoting research and development across nations. These agreements not only create opportunities for knowledge exchange but also contribute to enhancing scientific and technological capacity among participating parties. However, to ensure legality and effectiveness, strict compliance with legal regulations and a clear understanding of contractual terms are essential.

I. Overview of international cooperation agreements in science and technology

1. What is an international cooperation agreement in science and technology?

Pursuant to Article 2 of Circular No. 07/2013/TT-BKHCN on principles, forms, and content of cooperation documents with foreign parties in the sector of science and technology:

  • A science and technology cooperation contract is a written agreement stipulating the rights, obligations, and responsibilities of the parties in cooperation to conduct scientific research, technological development, and provide services in scientific research and technological development activities.

Accordingly, an international cooperation agreement in science and technology constitutes a specific arrangement between organizations or individuals from different countries to carry out activities related to scientific research and technological development in line with the above provision.

2. When does an international cooperation agreement in science and technology take effect?

Pursuant to Clause 1 Article 3 of Circular No. 07/2013/TT-BKHCN: Cooperation agreements in the sector of science and technology shall be agreed upon by the parties on the basis of voluntariness, equality, mutual benefit, and in conformity with the laws of Vietnam and international treaties, international agreements to which Vietnam is a signatory, or relevant international customs (if any).

Thus, the effective date of an international cooperation agreement in science and technology is determined based on the parties’ mutual agreement in conformity with Vietnamese law and applicable international treaties. As a general practice, agreements take effect upon signing unless otherwise provided by the parties.

II. Legal provisions governing international cooperation agreements in science and technology

1. Main characteristics of international cooperation agreements in science and technology

These agreements contain distinctive characteristics reflecting the nature of cross-border cooperation. Main features include:

  • Complexity: The agreement may be governed not only by domestic law but also by relevant international treaties and international customs.
  • Intellectual property and confidentiality clauses: Provisions concerning intellectual property rights and confidentiality are fundamental to safeguarding parties’ rights during information sharing and development of research outcomes.
  • Language of the contract: Agreements are often drafted in multiple languages to prevent linguistic inconsistencies during performance.

2. Are fine clauses for contractual breaches allowed in international cooperation agreements in science and technology?

Pursuant to Clause 1 Article 3 of Circular No. 07/2013/TT-BKHCN, parties may freely reach an agreement provided it conforms to Vietnamese law, international treaties, international agreements to which Vietnam is a member, and relevant international customs.

Vietnamese law does not prohibit contractual fine clauses. Accordingly, the parties may freely include provisions on fines for breaches in science and technology cooperation agreements, provided such terms comply with the above legal framework.

III. Questions about international cooperation agreements in science and technology

1. When does the term of an international cooperation agreement in science and technology expire?

Vietnamese law does not prescribe a mandatory term for such agreements. Instead, the parties may freely negotiate the term on the basis of voluntariness, equality, and compliance with legal regulations.

In addition, Clause 3 Article 3 of Decree No. 80/2010/NĐ-CP provides that foreign organizations and individuals may agree or propose to apply foreign laws or international customs in cooperation and investment activities in science and technology with Vietnam, provided that such laws or customs are not contrary to the fundamental principles of Vietnamese law.

Thus, the parties may determine the contractual term based on Vietnamese law. Where foreign law or international customs are chosen and do not contradict the fundamental principles of Vietnamese law, the parties may follow such foreign regulations.

2. In what cases may an international cooperation agreement in science and technology be invalid?

Under the Civil Code 2015, a contract shall be deemed invalid if it falls under one of the following circumstances:

  • Contravention of prohibitions or violation of social ethics;
  • Falsified transaction;
  • Concluded by a minor, a person lacking legal capacity, a person with cognitive or behavioral difficulties, or a person with limited legal capacity;
  • Invalid due to mistake;
  • Invalid due to deceit, threat, or coercion;
  • Non-compliance with mandatory formal requirements;
  • The subject matter of the contract is impossible to perform.

Additionally, international cooperation agreements in science and technology must conform to Vietnamese law and international treaties or agreements to which Vietnam is a signatory.

Accordingly, if the parties choose Vietnamese law, such contracts shall be assessed for validity in accordance with Vietnamese law. If foreign law or international customs are chosen, the applicable foreign rules shall govern validity provided they do not violate the fundamental principles of Vietnamese law.

3. Must an international cooperation agreement in science and technology be bilingual?

Pursuant to Article 4 of Circular No. 07/2013/TT-BKHCN on the language used in cooperation documents: The language used in cooperation documents shall be Vietnamese and a foreign language agreed upon by the parties. The versions in Vietnamese and the foreign language shall have equal legal validity.

Thus, these agreements must be prepared in bilingual form, consisting of Vietnamese and a foreign language mutually agreed by the parties.

IV. Advisory services related to international cooperation agreements in science and technology

The foregoing provides NPLaw’s analysis of the current legal framework governing international cooperation agreements in science and technology. With a team of experienced legal practitioners, NPLaw offers reputable and professional legal services aimed at ensuring the optimal protection of our Clients’ lawful rights and interests. Should you require legal assistance, please contact NPLaw for further consultation and support.