Technology transfer means the transfer of the right to own or the right to use a technology from the party that has the right to transfer the technology to a technology transferee.
Transfer of ownership of a technology means the transfer of the right to possess, use or dispose of a technology by a technology owner to another organization or individual.
Transfer of the right to use a technology means that an organization or individual allows another organization or individual to use its technology.
Where a technology is the subject of industrial property rights protection, the assignment of the right to own or use the technology must be effected together with the assignment of industrial property rights.
Capital contribution by technology is also an indirect form of technology transfer.
Forms of technology transfer are specified in Article 5 - Law on Technology Transfer 2017, including:
1. Independent technology transfer contract.
2. Technology transfer component in the following cases:
3. Other forms of technology transfer as provided for by law.
4. The technology transfer stipulated in Clause 1 and Point b Clause 2 of this Article must be in forms of contracts; the technology transfer stipulated in Points a, c, d and đ Clause 2 and Clause 3 of this Article shall be in forms of contracts or articles, clauses or appendixes of contracts or dossiers of investment projects which include contents stipulated in Article 23 of Law on Technology Transfer.
(Article 5 – Law on Technology Transfer 2017)
Transferrable subject matters of technology is part or the whole of a technology of the following types:
In case the transferable subject matter of technology specified in Clause 1 of this Article is subject to intellectual property (IP) rights protection, the transfer of the intellectual property rights shall be carried out in accordance with regulations stipulated in the Law on Intellectual Property.
(Article 4 - Technology Transfer Law 2017)
The parties are free to agree on the transfer of technology, without being required to go through administrative procedures, except for the case of technology transfer on the list of restricted transfers.
For technologies on the List of technologies restricted from transfer, approval of the Ministry of Science and Technology is required before the transfer is carried out according to the following process:
(Article 29 - Law on Technology Transfer 2017)
Technology transfer application for approval?
Application for a technology transfer license?
(Article 30 - Law on Technology Transfer 2017)
Parties to the contract and technology transfer
It is necessary to determine the Competence of the technology transferor, Information on registration of protection of the transferred technology, Intellectual Property Rights of the transferred technology.
One of the most complex and difficult jobs is the pricing of technology. Transferors and transferees should consult and exchange information with experts in the field of transfer as well as information in the market for the most appropriate price.
The parties also need to specify a specific payment method in the contract or contract appendix to have a reasonable and effective payment solution in the technology transfer process.
Scope of transfer
Clearly define the scope of the assignment (transfer of ownership or licensing) so that the parties understand the rights and obligations of each party to avoid leading to a dispute later.
When transferring the license, the parties to a technology transfer contract need to clearly define the time limit for technology transfer.
Drafting technology transfer contract
In case of transferring many technology objects, one or more contracts may be made, but the contents of the contracts must not overlap the technology object to be transferred.
In case of technology transfer accompanied by machinery, equipment or technical means, this list and agreements on such machinery, equipment or technical means must be stated in the contract or the attached contract appendix. attached.
In case of transfer being a technology document containing technical solutions, technical know-how, design drawings, formulas, or technical process, the name and content of the documents must be specified in the contract. technology will be transferred.
In case of technology transfer in the form of training, it is necessary to specify the number of workers, technicians, occupations, training contents, cost, time, training location in the contract or sub-contract. contract but must ensure that the transferee receives and master the transferred technology after training.
In case of technology transfer in the form of appointing a technical consultant to assist in providing technical advice to the transferee of the technology to put the technology into production, the number of experts, content and time required must be specified. and support costs, technical advice in the contract or contract appendix.
Technology transfer contracts and parts of technology transfer which belong to one of the following cases shall be registered with State management agencies in charge of science and technology, excluding technologies restricted from transfer which have been granted the Technology Transfer License:
The State encourages organizations and individuals to register technology transfer for cases which are not subjected to register as defined above.
(Article 31 - Law on Technology Transfer 2017)
Vietnam has many policies and incentives for foreign investors to transfer technology to individuals and organizations in Vietnam. At the same time, the country has established a National Technology Innovation Fund to support technology transfer businesses.
The National Technology Innovation Fund shall support in the following forms:
The National Fund for Technology Renovation is established to aim at the following objectives:
The following entities shall be eligible for tax incentives in accordance with the law on taxation:
(Article 39 – Law on Technology Transfer 2017)