SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

---------------***---------------

[Place]_______, [Date]________

CONSTRUCTION CONTRACT
No: ……………..
For ………………………………………

BETWEEN

[__________________] COMPANY

AND

[__________________] COMPANY
This Construction Contract (hereinafter referred to as the “Contract”) is made on [Date]
__________, by and between the following Parties:
1. [……………………………….] COMPANY
Investment Certificate: ……………………………………………………………………
Business Registration ……………………………………………………………………
Head Office: .......................................................................................................
Tel: ……………………………………………….
Fax: .......................................................................
Tax code: ……………………………………………….
Represented by: …………………………………………………
Position: ………………………………………………….
(Hereinafter referred to as the “Employer”)

AND

2. [……………………………….] COMPANY
Investment Certificate: ……………………………………………………………………
Business Registration ……………………………………………………………………
Head Office: .......................................................................................................
Tel: ……………………………………………….
Fax: .......................................................................
Tax code: ……………………………………………….
Represented by: …………………………………………………
Position: ………………………………………………….
(Hereinafter referred to as the “Contractor”)

WHEREAS,
The Employer which is a 100% foreign invested capital company, duly established and operate
under the laws of Socialist Republic of Vietnam.
The Contractor which is a company duly established and operates under the laws of Socialist
Republic of Vietnam, having capabilities and qualified to perform the construction of the Works.
The Employer would like to engage the Contractor to carry out the construction of
……………………... of the Employer which located at ……………………., Vietnam.
THAT, the Employer and the Contractor hereby agree to enter into the Contract under the
following Terms and Conditions:

ARTICLE 1. GENERAL CONDITIONS

1.1. Contractual Documents:
The Contract consists of:
a) The Terms and Conditions of the Contract thereof;

2
b) Appendices:
(i) Appendix I. Bill of Quantity;
(ii) Appendix II. Rate of performance progress;
(iii) Appendix III. List and main samples materials;
(iv) Appendix IV. Outline of personnel of the Contractor;
(v) Appendix V. List of Equipment of the Contractor;
(vi) Appendix VI. Diagram of Organizing on the Site;
(vii) Appendix VII. Form of Letter of Performance Guarantee and Refund Guarantee;
(viii) Appendix VIII. Payment Progress;
(ix) Appendix IX. Form of other documents (if any).
c) Drawings and Specifications;
d) Refund Guarantee and Performance Guarantee;
e) Other documents (other documents and/or Appendices which amend to and/or
supplement to the Contract).
The above-mentioned documents are to be taken as mutually explanatory of one another
but in case of ambiguities or discrepancies, the Parties shall agree on the explanation and
adjustment. In such event, unless otherwise provided in the Contract, the priority of the
documents forming the Contract shall be the order from paragraph (a) to (e) as listed in
this Clause respectively.
1.2. Definitions and Interpretations:
In this Contract, the words and expressions (as hereinafter defined and interpreted) shall
have the meanings hereby assigned to them, except where the context otherwise requires:
a) “Employer” means […………………………] COMPANY as mentioned above in the
initial part of the Contract and the legal successors in title to the Employer.
b) “Contractor” means […………………………] COMPANY as mentioned above in the
initial part of the Contract and the legal successors in title to the Contractor, but not any
legal entity assigned by the Contractor without the consent of the Employer.
c) “Supervisor” means any person appointed by the Employer to supervise the construction
of the Works for the purposes of the Contract, and carry out any of his duties and
authority as specified in this Contract and in accordance with the agreements with the
Employer.
d) “Subcontractor” means any legal entity to be approved by the Employer to enter into any
subcontract with the Contractor so as to carry out one or some Sections or a part of the
Works.
e) “Project” means the Project of ……………………… of the Employer at
…………………… Province.

3
f) “Works” means the works to be executed, constituting and forming the Factory of the
Employer, which is the result of the performance of the Contractor in accordance with the
Contract and the requirement of the Employer.
g) “Temporary Works” means all temporary works of every kind made by the Contractor
required in or about the execution and completion of the Works and remedying of any
defects therein.
h) “Section” means a part of the Works specifically identified in the Contract as a Section.
i) “Site” means the places provided by the Employer where the Works to be executed and/or
any other places as may be specifically designated in the Contract as forming part of the
Site.
j) “Contract” means this Construction Contract, consists of the Terms and Conditions of the
Contract, Drawings, Specifications and such documents attached to the Contract as
stipulated in Clause 1.1. thereof.
k) “Appendix” means any document signed by legal representative of the Employer and the
Contractor for the purpose of supplement to and/or amendment to the Terms and
Conditions of the Contract, and constitutes an integral part of the Contract.
l) “Drawings” means all drawings, calculations and technical information of a like nature
provided by the Employer to the Contractor under Contract and all drawings, calculations,
samples, patterns, models, operation and maintenance manuals and other technical
information of a like nature submitted by the Contractor and approved by the Employer.
m) “Specifications” means the specification of the Works included in the Contractual
documents and any modification thereof or addition thereto.
n) “Bill of Quantity” means the detailed list which, with fixed price and completed quantity
of works to be executed by the Contractor, is specified in Appendix I of the Contract.
o) “Contract Price” means the total amount stated in Article 3.1 of the Contract as payable
by the Employer to the Contractor for the execution and completion of the Works and the
remedying of any defects therein in accordance with the Contract.
p) ”Plant” means machinery, apparatus and the like supplied by the Contractor in
accordance with the Contract or machineries which are furnished by the Employer and
installed by the Contractor so as to form or forming part of the Works.
q) “Contractor’s Equipments” means all appliances and equipments of whatsoever nature
of the Contractor required for the execution and completion of the Works and the
remedying of any defects therein, but do not include Plant, materials or other things
intended to form or forming part of the Works.
r) “Party” means the Employer or the Contractor separately referred to subject to
circumstance expressed, and “the Parties” means both the Employer and the Contractor
collectively referred to.
s) “Third party” means any person, any legal entity or any company, neither the Employer
nor the Contractor.
t) “Day’ means calendar day and “Month” means calendar month.

4
u) “Acceptance Minutes” means any minutes to be issued in accordance with Article 13.1
of the Contract.
v) “Certificate for Completion of the Works” means the certificate to be issued by the
Employer for the Contractor after having completed all the obligations under the Contract
including the Defects Liability.
w) “Force majeure” means any event as defined and stipulated in Article 18 of the Contract.
x) “Current Laws” means the laws system of the Socialist Republic of Vietnam, consists of
laws and any guideline and legal instructed documents issued by any relevant authority of
Vietnam and remain validity and enforcement from time to time.
1.3. Applicable Law:
The Contract shall be governed by and construed in accordance with the Current Laws.
1.4. Language:
The language of the Contract is Vietnamese and English with the same value. All
documents and correspondence to be prepared and produced under the Contract shall be
written in the Vietnamese and English. In case of any discrepancy or ambiguity, the
Vietnamese shall prevail upon.
1.5. Assignment:
The Contractor shall not assign the whole Contract or any part thereof, or any benefit or
interest therein or hereunder, otherwise than by assigning with the prior consent of the
Employer at his sole discretion.
1.6. Supply, Custody and Usage of documents:
a) The Employer shall supply for the Contractor four (04) copies of the Drawings. The
Contractor shall, at his own expenses, make any further copies required by him.
b) The Contractor shall keep on the Site a copy of the Contract and Contractual Documents
as stipulated in Clause 1.1 thereof.
c) If any Party finds out any technical error or mistake in any documents to be used for the
execution of the Works, that Party shall immediately inform the other Party about such
errors or mistakes.
d) The Employer shall be entitled to issue to the Contractor, from time to time, the
supplementary Drawings and instructions as shall be necessary for the purpose of
execution, completion and warranty of the Works. The Contractor shall carry out and take
responsibilities for such supplementary Drawings and instructions.
e) Where the Contract expressly provides that any Section of the Works shall be designed by
the Contractor, the Contractor shall submit to the Employer, for approval:
(i) the Drawings, Specifications, calculations and other information as shall be
necessary to satisfy the Employer as to the suitability and adequacy of that design;
and
(ii) operation and maintenance manuals together with drawings of the Section as
completed, in sufficient detail to enable the Employer to operate, maintain,
dismantle, reassemble and adjust such Section following that design. This Section

5
 shall not be considered to be completed for the purpose of acceptance in accordance
with Article 13 of the Contract until such operation and maintenance manuals
together with drawings on completion have been submitted to and approved by the
Employer.
The approval by the Employer in accordance with this Clause, shall not relieve the
Contractor of any of his responsibilities under the Contract.
f) The Employer shall remain the Copyrights and Intellectual property rights of any
documents provided for the Contractor. The Contractor may, at his own expenses, make
any copies, usage and receiving information about such documents for the purpose of the
Contract. The Contractor shall not, without the consent of the Employer, copy, use or
disclose such documents and information to any Third party.
g) The Contractor shall return to the Employer all the Drawings and documents of the
Contract upon the termination of the Contract.
1.7. Confidentiality:
Unless required by the Current Laws or for the purpose of performing the Contract, the
Parties shall keep the Contract and any related documents thereof as confidential and
inviolable. The Contractor shall not publish or allow publishing, or disclose the Contract
or any part of the Works on any printed document such as commercial and technical
newspapers or books, at any place without the prior consent of the Employer.
1.8. Intellectual Property Rights:
The Contractor shall save harmless and indemnify the Employer from and against all
claims and proceeding for or on account of infringement of any patent rights, design
trademark or name or other protected rights in respect of any Contractor’s Equipment,
materials or Plant used for or in connection with or for incorporation in the Works, and
from and against all damages, costs, charges and expenses whatsoever in respect thereof
or in relation thereto, except where such infringement results from compliance with the
Drawings or Specifications provided by the Employer, or required by the Employer.
1.9. Notices:
a) Otherwise provided in the Contract, any notice, confirmation, requirement or other
communication between the Parties to be given or made in accordance with the Contract
shall be made in written form and to be sent via secured mail, telegram, telegraphy, and
facsimile or directly sent to the address of each Party mentioned in paragraph (d)
hereunder.
b) Such notice, confirmation, requirement or communication shall be deemed to be effective
right after sending if sending made by telegram, telegraphy or facsimile; or after 48 hours
from the date of the postal seal if sending made by normal mail; or on the date of receipt
if sending by registered mail with return receipt or directly sent.
c) Any change of address of each Party shall be informed to the other Party prior to at least
15 days.
d) The address so as to receive notice of each Party shall be:
(i) The Employer: [……………………………..] CO., LTD

6
 Addressee : …………………………..
Address : …………………………………….
Tel : …………………………….. Fax: ………………………
E-mail : ………………………………

(ii) The Contractor: […………………………] COMPANY

Addressee : …………………………………
Address : …………………………………..
Tel : ……………………………. Fax: …………………………..
E-mail : ……………………………………
1.10. Compliance with the laws:
The Contractor shall comply in all respects, including by the giving of all notices and the
paying of all fees, with the provisions of:
a) any Law, Decree, Regulation, Ordinance, or any decision, or bye-law of any local or other
duly constituted authority in relation to the execution and completion of the Works and the
remedying of any defects therein; and
b) the Rules and Regulations of all public bodies and companies whose property or rights are
affected or may be affected in any way by the performance of the Works of the
Contractor; and
c) The Contractor shall keep the Employer indemnified against all penalties and liability of
every kind for the breach of any such provisions.

ARTICLE 2. SCOPE OF WORK

1.1. The Contractor shall perform the execution and completion of the Works in accordance
with the Contract as specified in Appendix I thereof, and shall not limited to the
provisions from paragraph (a) to (i) hereunder and any responsibilities of the Contractor
in Defects Liability Period. The Contractor shall:
a) Purchase, manufacture, fabricate and process all the materials and Plant of the Works as
specified in the Bill of Quantity in Appendix I of the Contract, and be responsible for the
quality and warranty of such materials and Plant to be provided for the Works;
b) Execute the construction of the Works in accordance with the detailed Bill of Quantity as
specified in Appendix I of the Contract and in compliance with the Drawings and
Specifications, the technical Regulations and Standards for construction provided by the
Current Laws;
c) Establish the process of management and sufficient reports to control the quality and the
progress of the Works comprehensively, and furnish the Employer all essential data and
information so as to evaluate the real progress of the Works independently;
d) Perform all the Temporary works and maintain them with safety and effectiveness for the
purpose of performing the Works until they are removed from the Site or return to the
Contractor in accordance with the Contract;

7
e) Engage, train, organize, manage and supervise the Subcontractor and the employees on the
Site for the purpose of the Works and make sure that such persons are instructed on
eligible working methods and safety;
f) Provide, manage the personnel, and regulate the travel on the Site, and maintain the safety
and order in accordance with the provisions of the Current Laws;
g) Prepare and implement customs formalities including the arrangement of any security, storage
and transport within the territory of Vietnam for the materials, Plant or any goods
imported for the purpose of performing the Works;
h) Furnish all the other equipments and services as necessary to obtain the Acceptance Minutes
of the Works in accordance with the Contract;
i) Always perform the Works safely.
1.2. The Contractor shall carry out any act which is not specified in this Article but deemed to
be necessary for the execution and completion of the Works in accordance with the
Drawings, Specifications and Appendix I thereof, and the cost for such work shall be
deemed to be included in the Contract Price.

ARTICLE 3. CONTRACT PRICE

3.1. Contract price:
a) The Contract Price shall be specified in Appendix I thereof, including:
(i) The cost for construction :………………………….VND
(ii) The Value Added Tax (10%) : ………………………….VND
(iii) The Contract Price : …………………………..VND
(……………………………..Vietnamese Dong)
b) The Contract Price consists of all the costs and expenses for the execution of the Works
including but not limited to such costs for materials, installation, costs for employees,
operations of the Contractor’s Equipments, management, testing and for warranty, and
any other related costs and expenses for the Contractor to complete the whole of the
Works in accordance with the Contract.
c) The Contractor shall be deemed to have obtained all necessary information and taken into
his account any intended circumstance which may influence and affect to assess the
Contract Price. The Contract Price shall be the sole amount to be paid by the Employer to
the Contractor.
d) The Contract Price shall be the all-in and fixed prices, except variations as stipulated in
Clause 3.2 hereunder.
3.2. Variation of the Contract Price:
a) The Contractor shall not make any variation to the scope of the work in any case and in
any way without any instruction of the Employer.
b) The Employer shall make any variation to the Drawings, Specifications or quantity of the
Works or part of the Works that may, in his opinion, be necessary to do so.

8
c) All variation referred to this Clause 3.2 shall be referred to as “Varied Work”. The
Contract Price shall not be changed if any Varied Work makes an increase or decrease of
the Contract Price within 5% thereof.
In case such Varied Work exceeds over or decreases to more than 5% of the Contract
Price, then the Employer and the Contractor shall value and agree on any addition to or
down to the Contract Price. Such agreement shall be made into an Appendix supplement
to the Contract. However, otherwise priorly consented in writing by the Employer, the
Contractor, in any case, shall not delay in performing the Works due to waiting for the
agreement of the Employer on Varied Work.
If the issuance of an instruction by the Employer to vary the work is necessitated by some
default of or breach of Contract by the Contractor or for which he is responsible, any
additional cost attributable to Varied Work by such default shall be borne by the
Contractor.

ARTICLE 4. PAYMENT
4.1. Advance payment:
a) Within 10 days from the signing date of the Contract, the Employer shall pay to the
Contractor an advance payment equal to 10% of the Contract Price against a Refund
Guarantee issued by a commercial bank duly established and operating in Vietnam, and
acceptable by the Employer, in the Refund Guarantee form as specified in Appendix VII
thereof. The value of Refund Guarantee shall be equal to 10% of the Contract Price. The
Contractor shall ensure that the Refund Guarantee remains validity, effectiveness and
irrevocable until the Contractor has completed the whole Works and an Acceptance
Minutes of the Works has been issued by the Employer.
b) The advance payment shall be recovered by the Employer right in the first payment and
the following payment by deducting from each payment as the rate hereunder:
(i) First payment, the Employer shall deduct 40% value of the advance payment from
the amount which the Contract shall be paid in the first payment;
(ii) Second payment, the Employer shall deduct 30% value of the advance payment
from the amount which the Contract shall be paid in the second payment;
(iii) Third payment, the Employer shall deduct 30% value of the advance payment from
the amount which the Contract shall be paid in the third payment.
c) In case such advance payment has not been recovered before the signing date of the
Acceptance Minutes of the Works or prior to the termination of the Contract under Article
15.5 or Article 18.5 thereof (as the case may be), then the total of such unrecovered
amount shall be deemed to be an outstanding debt of the Contractor and the Contract shall
be responsible for paying such amount to the Employer.
d) If the Contract is terminated under any case as stipulated in Article 15.1 thereof, the
amount of advance payment which exceeds over the value of the substantial executed
quantity of Works by the Contractor shall be deemed to be an outstanding debt of the
Contractor and the Contract shall be responsible to pay the Employer, or the Employer
shall, at his own discretion, be entitled to request the Bank which issued the Refund
Guarantee to carry out his guarantee obligation.

9
4.2. Payment progress:
a) Payment progress shall be made as follows:
(i) The payment shall be made in accordance with the substantial execution monthly.
Based on the acceptance minutes for the quantity of the work executed within the
month and the payment documents submitted by the Contractor, the Employer shall
pay the Contractor with the maximum payment equal to 90% value of the completed
quantity of work in month;
(ii) After the Contractor has completed the whole of the Works and has been issued the
Acceptance Minutes for the whole Works by the Employer, the Employer shall pay
the remaining amounts to the Contractor with the value of payment reaching to 95%
of the Contract Price;
(iii)Five percent (5%) of the Contract Price shall be kept by the Employer as a warranty
amount for the Works. This amount shall be paid to the Contractor after the
expiration of Defect Liability Period.
b) Payment documents:
The Contractor shall submit 02 files of payment documents to the Employer on the date of
payment progress. The payment documents to be made by the Contractor shall include the
following:
(i) Acceptance minutes for the quantity of work executed within the payment progress
which is confirmed by the Contractor, the Supervisor and/or the Employer;
(ii) The Calculation in which determines the quantity of the completed work and having
confirmation of the Contractor, the Supervisor and/or the Employer;
(iii)The Calculation in which determines the quantity of the work arising out of the
Contract and having the confirmation of the Contractor, the Supervisor and/or the
Employer (if any);
(iv) The Calculation of the payment value in which clearly states the value of completed
work, the value of quantity arising out of the Contract (if any), any deduction of
advance payment and the payment value after deducting all such amount;
(v) Legitimate financial invoice issued by the Contractor.
c) Term of payment:
Unless otherwise provided in the Contract, after having received all and duly payment
documents in compliance with the Contract, the Employer shall pay the Contractor within
10 days.
d) Method of payment:
The payment shall be made by bank transfer to the Contractor’s account in accordance
with the information as written in the initial part of the Contract.

ARTICLE 5. RATE OF PROGRESS AND TIME FOR COMPLETION

5.1. Commencement date:

10
 Within 07 days after the Employer has paid the advance payment mentioned above in
Article 4.1 to the Contractor, the Contractor shall commence to execute the Works and
shall notify the Employer prior to at least 03 days.
Right after the Commencement date, the Contractor shall proceed with the Works with
due expedition and without delay.
5.2. Time for Completion:
The Contractor shall execute and complete all the Works and any Sections within ___
days (including weekends and holidays) from the Commencement date.
5.3. Programme to be submitted:
a) The Contractor shall, within 05 days after the signing date of the Contract, submit to the
Employer for his consent a programme, in such form and detail as the Employer shall
reasonably prescribe, for the execution of the Works. The Contractor shall, whenever
required by the Employer, also provide in writing for his information a general description
of the arrangements and methods which the Contractor proposes to adopt for the
execution of the Works.
b) If at any time it should appear to the Employer that the actual progress of the Works does
not conform to the programme to which consent have been given under paragraph (a)
above-mentioned, the Contractor shall produce, at the request of the Employer, a revised
programme showing the modifications to such programme necessary to ensure the
completion of the Works within the Time for Completion.
c) The Contractor’s submission and the consent by the Employer of such programmes or the
provision of such general descriptions shall not relieve the Contractor of any of his duties
or responsibilities under the Contract.
5.4. Extension of Time for Completion:
The Contractor shall not be entitled to any extension of Time for Completion of the
Works, otherwise than the Force Majeure as stipulated in Article 18 thereof.
The Employer shall give any extension of Time for Completion of the Works in case the
Employer requires to supplement the quantity and any specification to the Works in
addition to the scope of work provided in Article 2 and Appendix I of the Contract.
5.5. Actual Rate of Progress:
If during the execution of the Works, the Employer, in his opinion, finds that the actual
rate of progress could not match the rate of progress planned for the Works or Sections,
the Employer shall so notify the Contractor who shall thereupon take such steps as are
necessary, subject to the consent of the Employer, to expedite progress so as to comply
with the Time for Completion. The Contractor shall not be entitled to any additional
payment for taking such steps.
5.6. Penalty for Delay:
If the Contractor fails to comply with the Time for Completion in accordance with Clause
5.2 hereof, the Contractor shall have to pay a penalty and compensate for such default to
the Employer as stipulated in Article 16 thereof. The Employer shall be entitled to deduct
such penalty and compensation from any outstanding or payable amount to be paid to the

11
 Contractor. Such responsibilities of the Contractor shall not relieve the Contractor from
his obligation to complete the Works, and/or from any other of his obligations and
liabilities under the Contract.
In case the rate of progress is slow due to the Employer’s default, the Employer shall
extend the Time for Completion of the Works which shall be equivalent to the days
delayed.
5.7. Suspension of work:
The Contractor shall, on the instructions of the Employer, suspend the progress of the
Works or any part thereof for such time and in such manner as the Employer may consider
necessary and shall, during such suspension, properly protect and secure the Works or
such part thereof so far as is necessary in the opinion of the Employer. The Employer shall
responsible for extending the Time for Completion of the Works which shall be equal to
the suspended time.

ARTICLE 6. RESPONSIBILITIES OF THE CONTRACTOR

6.1. General responsibilities of the Contractor:
a) The Contractor shall design (as required in the Contract - if any), execute, complete the
Works and remedy any defects therein in compliance with the Contract with due care and
properly.
b) The Contractor shall execute and complete all the Works on due date and in accordance
with the Contract and instructions of the Employer.
c) The Contractor shall supply management staffs, employees, materials, Plant, Contractor’s
Equipments and all other tools and services whether temporary or permanent, required in
and for the purpose of designing, execution, completion and remedy the defects of the
Works.
d) The Contractor shall responsible for the sufficiency, accuracy, stability and safety of any
actions and of any performance of the Works on the Site. Otherwise specified in the
Contract, the Contractor shall responsible for the whole documents of the Contractor, the
Temporary works and designed Sections by the Contractor as well as any Plant and
materials required for such Section according to the Contract.
e) The performance of the Works shall consist of the whole essential work to satisfy the
requirement of the Employer, or implied in the Contract and the whole work (even not
mentioned in the Contract) to be needed for the stability, the completion or the safety and
the proper operation of the Works.
f) At any time, required by the Employer, the Contractor shall submit in detail the
arrangement and methods to execute the Works which the Contractor proposes so as to get
the approval to use for the execution of the Works. The Contractor shall not change such
arrangement and methods without the prior inform to the Employer.
g) The Contractor shall make Contemporary Records for each work and Section, and having
photographs of the work and to be put in right order to submit to the Employer. The
Contemporary Records shall describe accurately such contents as: date of execution, date

12
 of completion, opinions on quality of each work and other contents mentioned by the
Contractor.
h) The Contractor shall make the Completion Drawings of any Section and the whole of the
Works upon completion and make the Files for completion of the Works.
i) Issue the legitimate financial invoices to the Employer.
j) In case the Works or any Sections therein which are at the Contractor’s responsibilities, to
be required by the Current Laws any Certificate for qualified safety of force resistance
before operation, the Contractor shall obtain such Certificates and the Certificate for
suitable quality of the Works before hand-over the Works to the Employer.
6.2. Performance Guarantee:
a) As a guarantee for the due performance according to the Contract, the Contractor shall,
within 20 days from the date of signing the Contract, at his own expenses, furnish the
Employer with a Performance Guarantee. The Performance Guarantee shall be issued by
one or more of the following banks: Vietnam Bank for Foreign Trade, Vietnam Bank for
Industry and Trade, Bank for Investment and Development of Vietnam and Agriculture
and Rural Development Bank, acceptable by the Employer in the form of Performance
Guarantee as specified in Appendix VII. of the Contract.
b) The value of the Performance Guarantee shall be equal to 10% of the Contract Price. The
Contractor shall pay immediately any deduction from the amount of Performance
Guarantee to the Bank which issued it to revert the value of Performance Guarantee
within its duration.
c) The Contractor shall ensure that the Performance Guarantee remains validity,
effectiveness and irrevocable until the Contractor has executed and completed all the
Works in accordance with the Contract (the Acceptance Minutes of the whole Works has
been issued by the Employer). If any terms of the Performance Guarantee shows a fixed
expiry date and the Contractor has not completed his obligations at 14 days prior to the
expiry date, the Contractor shall extend the validity of the Performance Guarantee until
the whole work to be completed and any defects to be remedied.
d) The Employer shall be entitled to request the Bank which issued the Performance
Guarantee to pay the amount of performance guarantee to be paid to the Employer due to:
(i) The Contractor fails to extend the validity of the Performance Guarantee as described
at paragraph (c) above-mentioned, in such event, the Employer shall be entitled to
request for payment of the whole value of the Performance Guarantee; or
(ii) The Contractor fails to execute any remedy or repair any defect required by the
Employer within 14 days after receiving the notice given by the Employer about
such breach of Contract or defaults of the Contractor; or
(iii)In any case the Employer terminates the Contract as stipulated in Article 15.1 thereof;
or
(iv) The Contractor unilaterally terminates the Contract without complying with the
provisions in Article 15.5 thereof.

13
e) The Performance Guarantee shall be returned to the Contractor within 07 days after the
Employer has signed the Acceptance Minutes for the whole Works.
6.3. Subcontracting:
The Contractor shall not subcontract the whole of the Works. Except where otherwise
provided by the Contract, the Contractor shall not subcontract any part of the Works
without the prior consent of the Employer. Any such consent shall not relieve the
Contractor from any liability or obligation under the Contract and he shall be responsible
for the acts, default and neglects of any subcontractor, his agents, servants or employees
as fully as if they were the acts, defaults or neglects of the Contractor, his agents, servants
or employees.
The Employer shall not require the Contractor to obtain such consent for the employement
and supply of labour or the purchase of Plant and materials which are in accordance with
the standards specified in the Contract.
6.4. Assignment of Subcontracting Agreement’s Interest:
In the event of a Subcontractor having undertaken towards the Contractor in respect of the
Section executed, or the goods, materials, Plant or services supplied by such
Subcontractor, any continuing obligation extending for a period exceeding that of the
Defects Liability Period under the Contract, the Contractor shall at any time, after the
expiration of such Period, assign to the Employer the benefit of such obligation for the
unexpired duration thereof.
6.5. Opportunities for other contractor:
a) The Contractor shall, in accordance with the requirements or instructions of the Employer,
afford all reasonable opportunities for performing the work on the Site to: (i) any other
contractors employed by the Employer and their employees; (ii) the employees of the
Employer; and (iii) the employees of any duly constituted authorities who may be
employed in the execution on or near the Site of any work not included in the Contract or
of any contract which the Employer may enter into in connection with or ancillary to the
Works.
b) The advantages for such person and other contractors may include but not limited to
making available any roads or ways of which the Contractor is responsible; the use of
Contractor’s Equipments, the Temporary Works, or arranging any roads or ways to the
Site which is under the management of the Contractor; and any other service. In case such
services take any arising costs out of the Contract Price, the parties who use such services
shall pay arising costs to the Contractor.
6.6. Setting-Out:
a) The Contractor shall be responsible for:
(i) the accurate setting-out of the Works in relation to original points, lines and levels of
reference given by the Employer;
(ii) the correctness, subject as above mentioned, of the position, levels, dimensions and
alignment of all sections of the Works; and

14
 (iii) the provision of all necessary instruments, appliances and labour in connection with
the foregoing responsibilities.
b) If, at any time during the execution of the Works, any error appears in the position, levels,
dimensions or alignment of any part of the Works, the Contractor, on being required to do
so by the Employer, shall, at his own cost, rectify such error.
c) The inspection of lines and levels made by the Employer before the commencement shall
not relieve the Contractor of the accuracy of such lines and levels, and the Contractor
shall carefully protect and preserve all bench-marks, sight-rails, pegs and other things
used in setting-out the Works.
6.7. Safety, Security and Protection of the Environment:
The Contractor shall, throughout the execution and completion of the Works and defect
liability period:
a) Have full regard for the safety of all persons entitled to be upon the Site and keep the Site
(so far as the same is under his control) and the Works (so far as the same are not
completed or occupied by the Employer) in an orderly state appropriate to the avoidance
of danger to such persons.
b) Provide and maintain at his own cost all lights, guards, fencing, warning signs and
watching, when and where necessary or required by the Employer or by any duly
constituted authority, for the protection of the property or for the safety and convenience
of the public or others.
c) Take all reasonable steps to protect the environment on and off the Site and to avoid
damage or nuisance to persons or to property of the public or others resulting from
pollution, noise or other causes arising as a consequence of his methods of operation.
d) Make sure that the waste gas and rubbish on the ground and waste liquid caused by the
operation of the Contractor shall not exceed the standards required by the Employer and
shall not exceed over the standards provided by the Current Laws.
6.8. Quality of the Works:
The Contractor shall comply with the provisions on quality of the Works pursuant to the
Current Laws (including the responsibility of the Contractor in the defect liability period)
during the execution of the Work and in accordance with the contents as provided in the
Contract. Such compliance shall not relieve any responsibility and obligation of the
Contractor therein in the Contract. The Employer shall be entitled to inspect any step
during the execution of the Contractor.
6.9. Inspection of the Site:
The Contractor shall be deemed to have obtained all necessary information subjects as to
risks, contingencies and all other circumstances which may influence or affect to the
execution, completion and warranty of the Works. To such extent, the Contractor shall be
deemed to have inspected and examined the Site and its surroundings and information
available in connection therewith (so far as is practicable, having regard to considerations
of the Contract Price and Time for Completion of the Works) and to have satisfied himself
before signing the Contract, as to including (not limited to):

15
 (i) The form and nature thereof, including the sub-surface conditions;
(ii) The hydrological and climatic conditions;
(iii)The extent and nature of work and materials necessary for the execution and
completion of the Works and remedying of any defects therein; and
(iv)The means of access to the Site and the accommodation and living conditions,
electricity and water suppliers and other services.
The Contractor shall be deemed to enter into the Contract based on the sufficient
collection of necessary data provided by the Employer and the data inspected and
reviewed by himself on the above mentioned conditions.
6.10. Rights of way and facilities:
The Contractor shall bear all costs and charges for special or temporary rights of way
required by him in connection with access to the Site. The Contractor shall also provide at
his own cost any additional facilities outside the Site required by him for the purposes of
the Works.
6.11. Avoiding interference with traffic and adjoining properties:
a) All operations necessary for the execution and completion of the Works and the
remedying of any defects therein shall, so far as compliance with the requirements of the
Contract permits, be carried on so as not to interfere unnecessarily or improperly with the
convenience of the public, or the access to, use and occupation of public or private roads
and footpaths; and not to affect to the operation or properties whether in the possession of
the Employer or any other person.
b) The Contractor shall save harmless and indemnify the Employer in respect of all claims,
proceedings, damages, costs, charges and expenses whatsoever arising out of, or in
relation to, any such matters in so far as the Contractor is responsible therefore.
6.12. Avoidance of damage to roads:
a) The Contractor shall use every reasonable means to prevent any of the roads or bridges
communicating with or on the routes to the Site from being damaged or injured by any
traffic of the Contractor or any of his Subcontractors and, in particular, shall select routes,
choose and use vehicles and restrict and distribute loads so that any such extraordinary
traffic as will inevitably arise from the moving of materials, Plant, Contractor’s
Equipment or Temporary Works from and to the Site shall be limited, as far as reasonably
possible, and so that no unnecessary damage or injury may be occasioned to such roads
and bridges.
b) Save insofar as the Contract otherwise provides, the Contractor shall be responsible for
and shall pay the cost of strengthening any bridges or altering or improving any road
communicating with or on the routes to the Site to facilitate the movement of the
Contractor’s Equipment or Temporary Works and the Contractor shall indemnify and keep
indemnified the Employer against all claims for damage to any such road or bridge caused
by such movement, including such claims as may be may directly against the Employer,
and shall negotiate and pay all claims arising solely out of such damage.
6.13. Transport of Goods:

16
 Otherwise provided in the Contract:
a) The Contractor shall inform the Employer no later than five (05) days before the date
which any equipment or any essential goods to be transported to the Site;
b) The Contractor shall responsible for the package, loading, transport, receiving, unload,
storage and protection of all the goods and other items within the delivery of the
Contractor; and
c) The Contractor shall compensate to the Employer and bear all costs for the damages and
losses due to the transport of goods, and shall responsible for paying for any claims of any
Third party arising from the Contractor’s transportation.
6.14. Management of Plant, Contractor’s Equipments and materials:
All Plant, Contractor’s Equipments, Temporary Works and materials provided by the
Contractor shall, when brought on to the Site, be deemed to be exclusively intended for
the execution of the Works and the Contractor shall not remove the same of any part
thereof, except for the purpose of moving it from one part of the Site to another, without
the consent of the Employer.
6.15. Contractor’s Superintendence:
a) The Contractor shall provide all necessary superintendence during the execution of the
Works and as long thereafter as the Employer may consider necessary for the proper
fulfilling of the Contractor’s obligations under the Contract. The Contractor, or a
competent and authorized representative approved of by the Employer, which approval
may at any time be withdrawn, shall give his whole time to the superintendence of the
Works. Such authorized representative shall receive, on behalf of the Contractor,
instructions from the Employer.
b) If approval of the representative is withdrawn by the Employer, the Contractor shall as
soon as is practicable, appoint a new representative to replace him right after receiving
notice of such withdrawal from the Employer.
6.16. Report of performance progress:
Otherwise provided in the Contract, monthly reports on performance progress shall be
prepared and submitted to the Employer by the Contractor with 04 copies. The first report
shall be submitted within the first month commencing of performance. After that, the
following reports shall be submitted within 05 days after the end of each month..
6.17. Urgent Remedial Work:
If, by reason of any accident, or failure, or other event occurring to, in, or, in connection
with the Works, or any part thereof, either during the execution of the Works, or during
the Defects Liability Period, any remedial or other work is, in the opinion of the
Employer, urgently necessary for the safety of the Works and the Contractor is unable or
unwilling at once to do such work, the Employer shall be entitled to employ and pay any
Third party to carry out such work.
If the work or repair so done by the Employer is work which the Contractor was liable to
do at his own cost under the Contract, then all costs consequent thereon or incidental
thereto shall be determined by the Employer and shall be recoverable from the Contractor

17
 by the Employer. The Employer may deduct from any amount to be paid to the Contractor
under the Contract.
6.18. Contractor to Keep Site Clear:
During the execution of the Works, the Contractor shall keep the Site reasonably free from
all unnecessary obstruction and shall store or dispose of any Equipments and surplus
materials and clear away and remove from the Site any wreckage, rubbish or Temporary
Works no longer required.
6.19. Electricity, water and other energy sources:
a) The Contractor shall submit to the Employer the detail plan on the use of electricity, water
and other energy sources for the purpose of execution to get the approval of the Employer.
b) The Contractor shall inspect the substantial use of electricity, water and other energy
sources so as to furnish the input equipments to the suppliers of electricity, water to get
supplying for the execution. The plan and solution shall be approved by the Employer and
other relevant authority of electricity and water.
c) The Contractor shall be responsible for the payment of all the costs and expenses for the
use of electricity, water and other energy sources.
d) The arrangement of electricity and water system for the execution shall not affect to the
transportation and operation of the Employer, other company and any entities around the
Site and shall be safe during execution.
6.20. Care of Works:
a) The Contractor shall take full responsibility for the care of the Works and materials and
Plant for incorporation therein from the Commencement Date until the date of signing of
the Acceptance Minutes for the whole of the Works by the Employer.
b) If any loss or damage happens to the Works, or any part of thereof, or materials or Plant of
incorporation therein, during the period for which the Contractor is responsible for the
care thereof, from any cause whatsoever, other than the Force Majeure and due to the
Employer’s fault or due to the fault of persons employed by the Employer, the Contractor
shall, at his own cost, rectify such loss or damage so that the Works conform in every
respect with the provisions of the Contract and to the satisfaction of the Employer. The
Contractor shall also be liable for any loss or damage to the Works occasioned by him in
the course of any operations carried out by him for the purpose of complying with his
warranty obligations under Article 14 thereof.

ARTICLE 7. RESPONSIBILITIES OF EMPLOYER

7.1. Possession of Site and Access Thereto:
The Employer shall give the available Site to the Contractor prior to at least five (05) days
from the Commencement date.
7.2. The Employer’s personnel:
The Employer shall responsible for appointment of any person with capacity and suitable
for each work to co-ordinate with the Contractor. The Employer shall responsible for
ensuring his personnel and his other contractors on the Site:

18
 (i) Co-operate with the Contract as mentioned in the Contract;
(ii) Comply with the provisions applied to the Contractor on safety, security and
protection of the environment as stipulated in Article 6.7 of the Contract.
7.3. Making payment to the Contractor:
The Employer shall make payment to the Contractor in accordance with Article 3 and
Article 4 of the Contract.

ARTICLE 8. THE SUPERVISOR

8.1. Duty and authority of the Supervisor:
a) The Supervisor shall have authority and carry out such duties as specified in the Contract
and other agreements to be signed between the Employer and Supervisor to supervise the
Contractor during his execution and completion of the Works in compliance with the
Contract.
b) The Supervisor shall have no authority to relieve the Contractor of any of his obligations
under the Contract.
8.2. Replacement of the Supervisor:
If the Employer intends to replace the Supervisor by another one, then no less than 10
days before the replacement, the Employer shall notify in writing to the Contractor about
the new Supervisor.

ARTICLE 9. SUBCONTRACTOR
9.1. In compliance with Article 6.3 thereof, the Contractor shall be entitled to subcontract to
Subcontractor with the prior written consent of the Employer.
9.2. Requirement:
a) The Contractor shall submit the enumerate, capacity records and experience of the
Subcontractors as well as the scope of work which the Subcontractor shall execute to
obtain the approval of the Employer.
b) The Contractor shall submit to the Employer all the contracts and agreements on each
work subcontracted to the Subcontractor as well as any other necessary information.
c) The Contractor shall responsible for any acts and defaults of the Subcontractor due to any
reason and the Employer shall consider such acts and defaults as the defaults of the
Contractor.
d) The Contractor undertakes, in writing submitted to the Employer, to pay in full and on due
date all the costs and expenses to the Subcontractor.
e) The Employer, in any case, shall not responsible for any payment to any Subcontractor in
any way.

ARTICLE 10. THE CONTRACTOR’S EMPLOYEES

10.1. The Contractor’s employees:
a) The Contractor shall provide on the Site in connection with the execution and completion
of the Works and remedying of any defects therein:

19
 (i) only such technical assistants as are skilled and experienced in their respective
callings and such foremen and leading hands as are competent to give proper
superintendence of the Works; and
(ii) such skilled, semi-skilled and unskilled labour as is necessary for the proper and
timely fulfilling of the Contractor’s obligations under the Contract.
b) The Employer shall be at liberty to object to and require the Contractor to remove
forthwith from the Site any person provided by the Contractor who, in the opinion of the
Employer, misconducts himself, or is incompetent or negligent in the proper performance
of his duties, or whose presence on Site is otherwise considered by the Employer to be
undesirable, and such person shall not be again allowed upon the Works without the
consent of the Employer. Any person so removed from the Works shall be replaced as
soon as possible.
c) A reasonable proportion of the Contractor’s superintending staff shall have a working
knowledge of English and Vietnamese language or the Contractor shall have available on
the Site at all times a sufficient number of competent interpreter to ensure the proper
transmission of instructions and information.
d) The Contractor shall submit to the Employer a detail list of the Contractor’s employees
within 07 (seven) days after the signing of the Contract.
10.2. Wage and salary of the employees:
The Contractor shall, at his own expenses, be responsible for the payment of the wages or
salaries for his employees. The Employer shall not responsible for paying any costs to the
Contractor relating to any working overtime, working on holidays of the employees, even
in case that such work is required by the Employer for the purpose of the Works.
10.3. Compliance with the provisions of labour laws:
The Contractor shall comply with all the provisions of labour laws which is applied to all
the Contractor’s employees, include the provisions relating to the work, health, safety,
welfare and any benefits of them. The Contractor must require all their employees to
comply with such provisions.
10.4. Working hours:
The Contractor shall, at his own expenses, be responsible for the arrangement of the
working hours for his employees to complete the Works in accordance with the progress
and time for completion under the Contract.
10.5. Working and living conditions:
a) The Contractor shall, at his own expenses, be responsible for the safety working
conditions as well as the arrangement of living conditions for his employees. The
Employer shall not bear any obligation to such matters.
b) The Contractor shall provide and maintain all necessary facilities, meals, accommodation
and health-care for the Contractor’s employees.
c) The contractor shall designate a person who responsible for the safety and preventing
working accidents on the Site. Such person shall be qualified to execute the designated
duties, and entitled to give instructions and use any method to preventing any accident

20
 which may occur. During the performance of the Works, the Contractor shall provide any
needed facilities required by such person for the purpose of exercising his duties.
d) The Contractors shall submit to the Employer in detail the accident (if any) as soon as
possible after it occurs. The Contractor shall keep any documents relating to the health,
safety and welfare of the employees, damage and loss of assets as may be reasonably
required by the Employer.
10.6. The Contractor’s Supervision:
During the execution of the Works and the necessary time for completion of Contractor’s
obligation after that, the Contractor shall arrange any relevant supervision so as to plan,
manage, instruct, inspect and test the work.
The supervision shall be delegated to the persons who obtain comprehensive knowledge
of the work to be proceeded (including any necessary method and technique, the
difficulties may be encountered and measures to prevent accidents) to satisfy the
requirements of the Works as well as the safety of the execution of the Works.
10.7. Report on Contractor’s Equipments and employees:
The Contractors shall submit to the Employer the detail of quantity of each position of his
employees and each type of the Contractor’s Equipments on the Site.
The particular shall be reported monthly according to the form which is given by the
Employer until the Contractor has completed all the work on completion date of the
Works as mentioned in the Acceptance Minutes of the Works.
10.8. Quarrel:
The Contractor shall always act with reasonable care so as to avoid any conflict or quarrel
made by the Contractor’s employees and to maintain the public order and the safe for
people and assets next to and on the Site.
The Contractor shall be responsible and compensate the Employer for any damages
caused by the Contractor’s employees to the operation of the Employer, the health or
death of any staff or employees of the Employer and/or of any Third party on and next to
the Site.

ARTICLE 11. MATERIALS, PLANT AND WORKMANSHIP OF THE CONTRACTOR

11.1. Quality of Materials, Plant and Workmanship:
a) All materials, Plant and workmanship shall be:
(i) of the respective kinds described in the Contract and in accordance with the
Employer’s instructions; and
(ii) subjected to any tests as the Employer may required at the place of manufacture,
fabrication or preparation, on the Site or at such other place(s) as may be specified
in the Contract, or at all or any such places.
b) The Contractor shall provide any assistance, labour, electricity, fuels, stores, apparatus
and instruments as are normally required for examining, measuring and testing any
materials or Plant and the Contractor shall supply samples of materials, before
incorporation in the Works, for testing as may be selected and required by the Employer.

21
c) The Contractor shall always prepare necessary materials and Plant for the performance of
the Works. The shortage of materials or Plant shall be deemed as default of the Contractor.
The Employer shall not approve any claim or requirement for the extension of time for
completion due to the difficulty in purchasing materials or plants beyond the Contractor’s
capability.
11.2. Cost for samples and Cost for tests:
a) All samples shall be supplied by the Contractor at his own cost. The Contractor shall be
deemed to take all such costs and expenses into account upon calculating the Contract
Price.
b) The cost of making any test shall be borne by the Contractor.
c) The Employer may inspect or redo the test for the samples tested by the Contractor, and
the cost for such test shall be borne by the Contractor if the Employer proves any errors in
testing results submitted by the Contractor, in case the testing result made by the
Employer is similar to those of the Contractor, then the Employer shall bear the testing
costs by himself.
11.3. Inspection and Testing:
a) The Employer, and any person authorized by him, shall at all reasonable times have
access to the Site and to all workshops and place where the materials or Plant are being
manufactured, fabricated or prepared for the Works. The Contractor shall afford every
facility for and every assistance to the Employer’s personnel in performing such actions
including the obtain of the right to such access, providing facilities, licenses and safety
equipments.
b) The Employer shall be entitled, during manufacture, fabrication or preparation (on the
Site or places as may be specified in the Contract, or any such places) to inspect, measure
and test the materials and Plant of any kinds and to inspect the manufacture, fabrication or
preparation of such materials. If materials or Plant are being manufactured, fabricated or
prepared in workshops or places other than those of the Contractor, the Contractor shall
obtain permission for the Employer to carry out such inspection and testing in those
workshops or places. Such inspection or testing shall not release the Contractor from any
obligation under the Contract.
c) Dates for inspection and testing: the Contractor shall agree with the Employer on the time
and place for the inspection or testing of any materials or Plant to be provided in
accordance with the Contract. The Employer shall give the Contractor not less than 24
hours notice of his intention to carry out the inspection or to attend the tests. If the
Employer does not attend on the date agreed, the Contractor may, unless otherwise
instructed by the Employer, proceed with the tests, which shall be deemed to have been
made in the presence of the Employer. The Contractor shall forthwith forward to the
Employer duly certified copies of the test readings.
11.4. Rejection:
If, at the time and place agreed accordance with Clause 11.3, the materials or Plant are not
ready for inspection or testing or if, as a result of the inspection or testing referred to in
this Clause, The Employer determines that the materials or Plant are defective or
otherwise not in accordance with the Contract, he may reject the materials or Plant and
22
 shall notify the Contractor thereof immediately. The notice shall state the Employer’s
objections with reasons. The Contractor shall then promptly make good the defect or
ensure that rejected materials or Plant comply with the Contract. If The Employer so
requests, the test of rejected materials or Plant shall be made or repeated under the same
terms and conditions. All costs incurred by the Employer by the repetition of the tests
shall be recoverable from the Contractor by the Employer and may be deducted from any
monies due or to become due to the Contractor.
11.5. Examination of Works before covering up:
No part of the Works shall be covered up or put out of the view without the approval of
the Employer and the Contractor shall afford full opportunity for the Employer to examine
and measure any such part of the Works which is about to be covered up or put out of
view and to examine foundations before any part of the Works is placed thereon. The
Contractor shall give notice to the Employer whenever any such part of the Works or
foundations is or are ready or about to be ready for examination and the Employer shall,
without unreasonable delay, unless he considers it unnecessary and advises the Contractor
accordingly, attend for the purpose of examining and measuring such part of the Works or
of examining such foundations.
11.6. Uncovering and making openings:
The Contractor shall uncover any part of the Works or make openings in or through the
same as the Employer may from time to time instruct and shall reinstate and make good
such part. If any such part has been covered up or put out of view after compliance with
the requirement of Clause 11.5 and is found to be executed in accordance with the
Contract, the amount of the Contractor’s costs in respect of such of uncovering, making
openings in or though, reinstating and making good the same, shall be paid to the
Contractor by the Employer. In any other case all cost shall be borne by the Contractor.
11.7. Removal of Improper Work, Materials or Plant:
a) The Employer shall be entitled to request the Contractor to perform the hereunder and the
Contractor shall bear all costs for:
(i) the removal from the Site, within such time or times as may be specified in the
instruction, of any materials or Plant which, in the Employer’s opinion, are not in
accordance with the Contract;
(ii) the substitution on of proper and suitable materials or Plant; and
(iii) the removal and proper re-execution of any work which, in respect of materials,
Plant or workmanship, in the Employer’s opinion, are not in accordance with the
Contract.
b) In case of default on the part of the Contractor in carrying out such instruction within the
time specified therein or, if none, within a reasonable time, the Employer shall be entitled
to employ and pay other person to carry out the same; and all cost consequent thereon or
incidental thereto shall be recoverable from the Contractor by the Employer, and may be
deducted by the Employer from any monies due or to become due to the Contractor.

ARTICLE 12. MEASUREMENT

23
12.1. Quantity:
The quantity written in the Bill of Quantity as specified in Appendix I of the Contract is
the estimated quantity of the Works. Such quantity shall not be counted as the actual and
accurate quantity of the Works executed by the Contractor to be considered as having
completed his obligations under the Contract.
12.2. Works to be measured:
a) The Employer shall, when he requires any part of the Works to be measured, give
reasonable notice to the Contractor’s authorized representative, who shall:
(i) forthwith attend or send a qualified representative to assist the Employer in making
such measurement; and
(ii) supply all particulars required by the Employer.
b) Should the Contractor not attend, or neglect or omit to send such representative, then the
measurement made by the Employer or approved by him shall be taken to be the correct
measurement of such part of the Works.
12.3. Method of measurement:
The Works shall be measured net of each completed Section, notwithstanding any general
or local custom, except where otherwise provided for the Contract.

ARTICLE 13. ACCEPTANCE OF THE WORKS

13.1. Acceptance Minutes of the Works:
a) When the whole of the Works have been completed and have satisfactorily passed any
tests on completion prescribed by the Contract, the Contractor may give a notice to the
Employer, accompanied by a written undertaking to finish with due expedition any
outstanding work during the Defects Liability Period. Such notice and undertaking shall
be deemed to be a request by the Contractor for the Employer to sign the Acceptance
Minutes for the Works.
b) The Employer, within 21 days of the date of delivery of such notice, shall:
(i) sign the Acceptance Minutes for the Works stating the date on which, in his opinion,
the Works were substantially completed in accordance with the Contract; or
(ii) give instruction to the Contractor specifying all the work which is required by the
Employer to be done by the Contractor before the signature of such Acceptance
Minutes of the Works. The Employer shall also notify the Contractor of any defects
in the Works affecting substantial completion that may appear after such instructions
and before completion of the Works specified therein. The Contractor shall be
entitled to receive such signed Acceptance Minutes by the Employer within 21 days
of completion, to the satisfaction of the Employer, of the Works so specified and
remedying any defects so notified.
13.2. Acceptance of Section or parts of the Works:
a) In accordance with the procedure set out in Clause 13.1 herein, the Contractor may
request and the Employer shall sign an Acceptance Minutes in respect of:

24
 (i) any Section in respect of which a separate time for completion is provided in the
Contractual Documents;
(ii) any substantial part of the Works which has been both completed to the satisfaction of
the Employer and, otherwise than as provided for in the Contract, occupied or used
by the Employer.
b) If any part of the Works has been substantially completed and has satisfactorily passed
any test on completion prescribed by the Contract, the Employer may sign an Acceptance
Minutes in respect of that part of the Works before the completion of the whole Works.
13.3. Surfaces requiring reinstatement:
If an Acceptance Minutes in respect of any Section or part of the Works to be signed
before the completion of the whole Works does not expressly certify the completion of
any ground or surfaces requiring reinstatement, the Contractor shall not be deemed to
fulfill such obligation and the Contractor shall be responsible to complete such obligation
as soon as possible.
13.4. Clearance of Site on completion:
Upon the signature of any Acceptance Minutes for the Works, the Contractor shall clear
away and remove from that part of the Site to which such Acceptance Minutes relates all
Contractor’s Equipment, surplus material, rubbish and Temporary Works of every kind,
and leave such part of the Site and Works clean and in a workmanlike condition to the
satisfaction of the Employer.

ARTICLE 14. DEFECTS LIABILITY OF THE CONTRACTOR

14.1. Defects Liability Period:
In the Contract, the expression “Defects Liability Period” shall mean the defects liability
period of the Works as stipulated in this Article.
The Defects Liability Period of the Works shall be 02 (two) years calculated from the date
of signature of the Acceptance Minutes of the whole Works in accordance with Clause
13.1 of the Contract.
14.2. Carry out the obligations of defects liability for the Works:
a) To the intent that the Works shall, at or as soon as practicable after the expiration of the
Defects Liability Period, be delivered to the Employer in the terms and conditions
required by the Contract, fair wear and tear excepted, to the satisfaction of the Employer,
the Contractor shall:
(i) complete the work, if any, outstanding on the date stated in the Acceptance Minutes
of the Works as soon as practicable after such date; and
(ii) execute all such work of amendment, reconstruction, and remedying defects,
shrinkages or other faults as the Employer may during the Defects Liability Period
or within 14 days after its expiration, as a result of an inspection made by or on
behalf of the Employer prior to its expiration, instruct the Contractor to execute.
b) All the work subject to the responsibilities for warranty of the Works shall be executed by
the Contractor at his own costs and expenses if the necessity thereof is, due to:

25
 (i) the use of materials, Plant or workmanship of the Contractor not in accordance with
the Contract; or
(ii) the failure of the Contractor to comply with any obligation provided in the Contract.
14.3. Contractor’s failure to carry out the defects liability:
In case the Contractor fails to execute the defects liability for the Works within the
duration as stated in the notice of Employer or within a reasonable time in case of without
any fixed date, the Employer shall, (at his own discretion), be entitled to employ and pay
any Third party to carry out the same. The Employer shall determine all the costs arising
out of or in relation to such mentioned work and the Contractor shall have to repay such
costs to the Employer. The Employer shall be entitled to deduct such costs from any
monies due or to become due to the Contractor.
14.4. Contractor to search:
If any defect, shrinkage or other fault in the Works appears at any time prior to the end of
the Defects Liability Period, the Employer may instruct the Contractor to search for the
cause thereof. Unless such defect, shrinkage or other fault is one for which the Contractor
is liable under the Contract, the Employer shall determine the amount in respect of the
costs of such search incurred by the Contractor. If such defect, shrinkage or other fault is
one for which the Contractor is liable, the cost of the work carried out in searching as
aforesaid shall be borne by the Contractor and he shall in such case remedying such
defect, shrinkage or other fault at his own cost in accordance with the provisions of this
Article.
14.5. Certificate for Completion of the Works:
a) Only the Certificate for Completion of the Works referred to in this Clause, shall be
deemed to constitute the approval of the Works.
b) The Contract shall not be considered as completed until a Certificate for Completion of
the Works has been issued to the Contractor, in which specifies the date on which the
Contractor has fufilled his obligations of execution and completion of the Works and
remedy any defects therein to the Employer’s satisfaction.
c) The Certificate for Completion of the Works shall be issued by the Employer within 28
days after the expiration of the Defects Liability Period, or, if different defects liability
periods shall become use to different Sections or parts of the Works, the expiration of the
latest such period, or as soon thereafter as any work instructed, pursuant to this Article,
have been completed to the satisfaction of the Employer.
d) Notwithstanding the issue of the Certificate for Completion of the Works, the Contractor
and the Employer shall remain liable for the fulfillment of any obligation incurred under
the provisions of the Contract prior to the issue of the Certificate for Completion of the
Works which remains unperformed at the time such Certificate for Completion of the
Works is issued and, for the purposes of determining the nature and extent of any such
obligation, the Contract shall be deemed to remain in force between the Parties to the
Contract.

ARTICLE 15. TERMINATION OF THE CONTRACT BEFORE THE EXPIRY DATE

26
15.1. The Employer terminates the Contract:
The Employer shall be entitled to terminate the Contract in case the Contractor:
a) is deemed by law unable to pay his debts as they fall due, or enters into voluntary or
involuntary bankruptcy, liquidation or dissolution or becomes insolvent, or makes an
arrangement with, or assignment in favour of, his creditors, or agrees to carry out the
Contract under a committee of inspection of, his creditors, or if a receiver, administrator,
trustee or liquidator is appointed over any substantial part of his assets, or if any act is
done or event occurs with respect to Contractor or his assets which, under any Current
Laws has a substantially similar effect to any of the foregoing acts or events; or
b) has repudiated the Contract; or
c) abandon the work or clearly showing the intention of not carry out its obligation under
this Contract; or
d) without reasonable excuse, has failed to perform the Works in accordance with the
progress as stipulated in Article 5 of the Contract; or
e) has contravened Clause 1.5; or Clause 6.3 hoặc Article 9 of the Contract; or
f) has failed to comply with a notice issued pursuant to Clause 11.4 or an instruction issued
pursuant to Clause 11.7 within 28 days after having received such notice or instruct; or
g) despite previous warning in writing from the Employer, is otherwise persistently or
flagrantly neglecting to comply with any of his obligations under the Contract.
In case of occurring any of the above-mentioned events, the Employer shall have the right
to terminate the Contract by giving a written notice to the Contractor prior to at least 14
days. However, in the case mentioned in paragraph (e), the Employer shall have the right
to immediately terminate the Contract.
The termination of Contract with the Contractor made by Employer shall not release the
Contractor from any of his obligations or liabilities under the Contract, or affecting the
rights and interest conferred on the Employer by the Contract.
15.2. Valuation at date of termination:
The Employer shall, as soon as may be practicable after any such termination by the
Employer, and by or after such investigation or inquiries as he may think fit to make or
institute, certify:
(i) any amount (if any) to be paid to the Contractor, at the time of such termination, for
the work actually done by the Contractor under the Contract; and
(ii) the value of any of the unused or partially used materials, any Plant and any
Temporary Works.
15.3. Payment upon Termination:
If the Employer terminates the Contractor’s employment in accordance with Article 15.1
mentioned above, he shall not be liable to pay to the Contractor any further amount in
respect of the Contract until the expiration of the Defects Liability Period and thereafter
until the costs of execution, completion and remedying of any defects, damages for delay
in completion (if any) and all other expenses incurred by the Employer have been

27
 ascertained. The Contractor shall then be entitled to receive only such sum (if any) as the
Employer may certify would have been payable to him upon due completion by him after
deducting the said amount. If such amount exceeds the sum which would have been
payable to the Contractor on due completion by him, then the Contractor shall have to pay
to the Employer the amount of such excess and it shall be deemed a debt due by the
Contractor to the Employer.
15.4. Assignment of benefit of agreements:
Unless prohibited by law or by any relevant competent authority, the Contractor shall, if
so instructed by the Employer, within 14 days of such taking-over the Site and termination
of the Contract by the Employer referred to in this Article, assign to the Employer any
benefit of any agreement for the supply of any goods or materials or services and/or for
the execution of any work for the purposes of the Contract, which the Contractor may
have entered into with any Subcontractor or Third party.
15.5. The Contractor terminates the Contract:
a) The Contractor shall be entitled to terminate the Contract in case the Employer:
(i) fails to pay the Contractor any due amount in accordance with the Contract after 30
days from the date of receiving a written notice given by the Contractor about such
overdue payment; or
(ii) is deemed to go bankrupt, liquidation or dissolution (other than a voluntary liquidation
for the purposes of amalgamation or reconstruction).
In case of occurring any of the above mentioned events, the Contractor shall be entitled to
terminate the Contract by giving a written notice to the Employer prior to at least 14 days.
However, in the case mentioned in paragraph (ii), the Contractor shall have the right to
immediately terminate the Contract.
b) The termination of the Contract referred in this Clause shall not release the Contractor
from any of his obligations or liabilities under the Contract.
c) The Employer shall calculate and pay the Contractor for all completed work in
accordance with the Contract.

ARTICLE 16. RESPONSIBILITIES FOR BREACH OF CONTRACT

16.1. Penalty:
a) The Contractor shall have to pay a penalty for any violation of this Contract with an
amount equivalent to 12% of the Contract Price, except for the case mentioned in
paragraph (b) hereunder.
b) In case of delay in progress of the Works as stipulated in Article 5 therein, the Contractor
shall have to pay 0.5% of Contract Price for each delayed day, however, the total fined
amount shall not exceed over 12% of the Contract Price, except the delay due to the Force
Majeure as provided at Article 18 thereof.
16.2. Compensation:

28
 The Contractor shall save harmless and indemnify to the Employer, his agents, servants or
other contractors on the Site against all claims, proceedings, damages, costs, charges and
expenses in respect of:
(i) The death of or injury to persons resulting from any act during the performance of the
Works or within the Defects Liability Period; unless otherwise such death or injury
resulting from the neglect of the Employer, his agents, servants or other contractors;
and
(ii) Any loss of or damage to any asset or property and to an extent that such loss or
damage resulting from the performance of the Works or in the Defects Liability
Period, or the result of the neglect of the Contractor, his employees or any persons
directly or indirectly being employed by the Contractor.
16.3. Limited Liability:
The Contractor’s responsibilities as mentioned in this Article shall not relieve the
Contractor from his obligation to complete the Works as soon as possible, or from any
other of his obligations and liabilities under the Contract.
ARTICLE 17. THE CONTRACTOR’S INSURANCE
17.1. Insurance of Works and Contractor’s Equipment:
a) The Contractor shall:
(i) insure the Works together with materials and Plant for incorporation therein, to the
full replacement cost (such cost shall include profit);
(ii) insure the Contractor’s Equipment and other things brought onto the Site by the
Contractor, for a sum sufficient to provide for their replacement at the Site.
b) Scope of Cover: The issuance shall be in the joint names of the Contractor and the
Employer and shall cover:
(i) the Employer and the Contractor against all loss or damage from whatsoever cause
arising from the Commencement Date on the Site until the date of signature of the
relevant Complete Acceptance Minutes in respect of the Works or any Section or
part thereof as the case may be; and
(ii) the Contractor for his liability during the Defects Liability Period for loss or damage
arising from a cause occurring prior to the commencement of the Defects Liability
Period, and for loss or damage occasioned by the Contractor in the course of any
operations carried out by him for the purpose of complying with his obligations
during Defects Liability Period.
17.2. Insurance for damage to persons and property:
The Contractor shall insure in order to indemnify the Employer against all losses and
claims in respect of the death of or injury to any person and/or the loss or damage to any
property which may arise out of or in consequence of the execution and completion of the
Works and the remedying of any defects therein; and against all claims, proceedings,
damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.
17.3. Insurance against accident to the Contractor’s employees:

29
a) The Employer shall not be liable for or in respect of any damages or compensation
payable to any workman or other person in the employment of the Contractor or any
Subcontractor, other than death or injury resulting from any act or default of the
Employer, his agents or servants. The Contractor shall indemnify and keep indemnified
the Employer against all such damages and compensation, other than those for which the
Employer is liable as aforesaid, and against all claims, proceedings, damages, costs,
charges, and expenses whatsoever in respect thereof or in relation thereto.
b) The Contractor shall insure against such liability and shall continue such insurance during
the whole of the time that any persons are employed by him on the Works. Provided that,
in respect of any persons employed by any Subcontractor, the Contractor’s obligations to
insure as aforesaid under this Clause shall be satisfied if the Subcontractor shall have
insure against the liability in respect of such persons in such manner that the Employer is
indemnified under the policy, but the Contractor shall require Subcontractor to produce to
the Employer, when required, such policy of insurance and the receipt for the payment of
the current premium.
17.4. Evidence and Terms of Insurances:
a) The Contractor shall provide evidence to the Employer prior to the start of work at the
Site that the insurances required under the Contract have been affected and shall, within
30 days of the Commencement Date, provide the insurance policies and the receipt of
paid premiums to the Employer. Such insurance policies shall be consistent with the
general terms agreed between the parties. The Contractor shall affect all insurances for
which he is responsible with insurers and in terms approved by the Employer.
b) Adequacy of Insurances: The Contractor shall notify the insurers of changes in the nature,
extent or programme for the execution of the Works and ensure the adequacy of the
insurances at all times in accordance with the terms of the Contract and shall, when
required, produce to the Employer the insurance policies in force and the receipts for
payment of the current premiums.
c) Remedy on Contractor’s failure to insure:
If the Contractor fails to effect and keep in force any of the insurances required under the
Contract, or fails to provide the policies to the Employer within the period required by this
Clause, then and in any such case the Employer may effect and keep in force any such
insurances and pay any premium as may be necessary for that purpose and from time to
time deduct the amount so paid from any monies due or to become due to the Contractor,
or recover the same as a debt due from the Contractor.
d) Compliance with policy conditions:
In the event that the Contractor fails to comply with conditions imposed by the insurance
policies affected pursuant to the Contract, The Contractor shall indemnify The Employer
against all losses and claims arising from such failure.
e) Any amounts not insured or not recovered from the insurers shall be borne by the
Contractor in accordance with his responsibilities under this Article.

ARTICLE 18. FORCE MAJEURE

18.1. Definition of Force Majeure:

30
a) In the Contract, “Force Majeure” means any abnormal event or circumstance which is
beyond the reasonable control of one party; and that party could not reasonably be
expected to have taken such impediment and its effects upon its ability to perform into
account at the time of signing of this Contract; and that such party could not reasonably
have avoided or overcome it or at least its effects.
b) Force Majeure may result from events including but not limited to act of gods such as:
earth-quakes, floods, storms or action of volcanoes; fire or explosion; riots, terrorisms,
rebellions or civil war, invasions, act of foreign enemies; strike, blocking or prevention of
the persons who do not belong to either party; or new enacted provisions of laws or any
prohibition from Vietnamese competent authorities.
18.2. Notice of Force Majeure:
If one Party has been or to be prevented from performing any obligations in accordance
with the Contract due to the Force Majeure, such Party shall notify to other Party about
the event or circumstance of Force Majeure and describe the work or obligations to be
influenced and/or affected. Such notice shall be made within 05 days after that such Party
is aware of or deemed to be aware of the events or circumstance of Force Majeure.
18.3. Minimizing the delay and risks:
In such a case of Force Majeure, the Party affected by Force Majeure shall immediately
take any measures as may reasonably be required to cope with the case as quickly as
possible. Both Parties shall examine in common, if necessary the measures to be taken to
limit its effect.
That such Party shall inform the other immediately if it is no longer be affected by Force
Majeure.
18.4. Consequences of Force Majeure:
The failure to perform obligations of one Party due to Force Majeure shall not be deemed
to be a reason for the other to terminate the Contract.
In case of Force Majeure, the time for carrying out the Contract shall be extended equal to
the time occurring of Force Majeure of which the affected Party could not perform its
obligations in accordance with the Contract.
18.5. Termination of the Contract in case of Force Majeure:
a) In case the Force Majeure occurs and exceeds over 60 days though any endeavor of one
Party or the Parties could not bring any remedy and need to terminate the Contract, the
Party intends to terminate the Contract shall inform about such case to the other. In this
case, the termination of the Contract shall take effect after 15 days from the date of
receiving the notice.
b) For this termination, the Employer shall pay the Contractor for any completed work in
accordance with the Contract.

ARTICLE 19. LIQUIDATION OF THE CONTRACT

19.1. Statement at completion:

31
 Not later than 60 days after the Employer has signed the Acceptance Minutes in respect of
the whole of the Works, the Contractor shall submit to the Employer 6 copies of a
Statement at completion with supporting documents showing in detail, in the form
approved by the Employer:
(i) the final value of all work done in accordance with the Contract upon to the date
stated in such Acceptance Minutes; and
(ii) any further sums which the Contractor considers to be payable.
19.2. Final Statement:
Not later than 30 days after fulfiling the defects liability of the Works in accordance with
Article 14, the Contractor shall submit to the Employer for consideration 6 copies of a
draft final statement with supporting documents showing, in the form approved by the
Employer, in detail:
(i) the value of all work done in accordance with the Contract; and
(ii) any other sums which the Contractor considers to be payable to him under the
Contract or otherwise (if any).
If the Employer disagrees with or cannot verify any part of the draft final statement, the
Contractor shall submit such further information as the Employer may reasonably require
and shall make such changes in the draft as may be agreed between them, the Contractor
shall then prepare and submit to the Employer the final statement as agreed.
19.3. Discharge:
Upon submission of the Final Statement, the Contractor shall give to the Employer a
written Discharge confirming that the total of the Final Statement represents fill and final
settlement of all monies due to the Contractor arising out of or in respect of the Contract.
19.4. Cessation of Employer’s Liability:
The Employer shall not be liable to the Contractor for any matter or thing arising out of or
in connection with the Contract or execution of the Works, unless the Contractor shall
have included a claim in respect thereof in the Statement at Completion and in the Final
Statement mentioned in this Article.

ARTICLE 20. DISPUTE RESOLUTION

Any dispute or differences or any events arising out of or in relation to the Contract or any
breach of Contract shall be first settled by the amicable negotiation of the Parties. In case
the Parties cannot reach to any agreement, the dispute shall be settled by Vietnam
International Arbitration Centre at the Vietnam Chamber of Commerce and Industry in
accordance with its Rules of Arbitration.

ARTICLE 21. OTHER COMMITMENTS

21.1. The Contractor undertakes and ensures that the Contractor is a legal entity established and
operating under Vietnamese laws, has duly authority to sign and execute the Contract, and
the signing and implementation of the Contract shall not violate the Current Laws as well
as any obligations of the Contractor to any Third party.

32
21.2. The Employer undertakes and ensures that the Employer is a legal entity established and
operating under Vietnamese laws, has duly authority to perform the Project, and to sign
and execute the Contract, and the signing and implementation of the Contract shall not
violate the Current Laws as well as any obligations of the Employer to any Third party
21.3. The Parties undertake to comply with the terms and conditions as agreed in the Contract.
The Parties acknowledge that in the Contract it is unable to foresee all the matters which
may occur during the implementation of the Contract, and the Parties also expect that the
Contract shall be performed fairly and without any prejudice to the benefits and interest of
any Party.
21.4. Any amendment and/or supplement to the terms and conditions of the Contract including
the amendment and/or supplement to the scope of the Work and any Appendix thereof
shall only be made by written agreement signed by the legal representatives of the Parties.
21.5. All the terms and conditions of the Contract and any part thereof shall take effect
separately and independently with each other. If there are any terms and conditions
invalid, illegal or unenforceable in accordance with the Current Law, the effectiveness, the
legitimacy and validity of the remaining terms and conditions therein shall not be affected
in any way.
21.6. The Contract is made into four (04) copies in Vietnamese and four (04) copies in English
and of the same value. Each Party keeps two (02) copies of each language.
21.7. The Contract takes effect from the date of signing.

In witness whereof, the Parties hereby sign on the date written on the first page of the Contract,
FOR AND ON BEHALF OF THE FOR AND ON BEHALF OF THE
CONTRACTOR EMPLOYER

Signature: ............................................ Signature: ............................................

Full name: .......................................... Full name: ..........................................
Title: ........................................... Title: ...........................................

33