SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

SERVICE AGREEMENT

(Regarding the implementation of Livestream/Marketing/…)

• Pursuant to the Civil Code No. 91/2015/QH13 dated November 24, 2015;

• Pursuant to the Commerce Law No. 36/2005/QH11 dated June 14, 2005;

• Based on the needs and capabilities of both Parties.

This Service Agreement (“Agreement”) is entered into on the ... day of ... month ... year ... between: 

Hereinafter collectively referred to as “the Parties,” “the Parties,” and each Party shall be referred to as “a Party.”

After discussion and agreement, the Parties hereby sign this Contract with the following terms and conditions:

ARTICLE 1. SERVICE CONTENT

Party A agrees to provide communication and promotional services for Party B's brand, with the aim of supporting and promoting the retail activities of Party A's Goods (“Services”) as agreed by both Parties. Specifically as follows:

1.1. Service Implementation Period: …………. 

This period may be subject to change in practice, depending on the agreement between the Parties during the performance of the Contract.

1.2. Service Description: The Services provided by Party B include the following items:

a. Consulting and developing communication plans for Party A;

b. Support and promote the retail activities of Party A's Goods on the TikTok/Facebook/Shopee/… Platforms;

c. Participate in livestream sessions on Platforms such as TikTok/Facebook/Shopee/etc. of Party A;

d. …

1.3. Service Commitment:

a. Form of commitment:

b. Commitment to the minimum number of Livestream sessions to be conducted monthly is: … sessions. 

c. Commitment regarding total revenue from Goods: ….

ARTICLE 2. PRODUCT INFORMATION

2.1. Party A shall provide Party B with complete and accurate information describing the Goods so that Party B can perform the Services. Information about the Goods includes: Name, classification of Goods; Size; Weight; Expiration date (if any); Selling Price.

2.2. If Party B makes a request, within one (1) business day from the date of receiving the request from Party B, Party A shall provide other information about the Goods, such as: ingredient information, licenses (related to the production, distribution/marketing, and advertising of the Goods), quality standards (certification of conformity), etc., in accordance with relevant laws and regulations; or other information/notes/instructions from the Manufacturer related to the Goods (if any).;

2.3. For clarity, the provision of information under Section 3.2 is intended to assist Party B in providing information to customers, or for use in promotional activities and distribution support for the Goods. 

2.4. Party A shall ensure that the Goods are fully labeled and accompanied by documentation/papers proving their origin in accordance with relevant laws and regulations.

ARTICLE 3. SERVICE FEES AND PAYMENT

a. The total service fee as stipulated in this Contract is: …dong (In words:..)

b. Payment terms and method: Party A shall pay Party B in … installments as follows::

+ Batch 01Party A shall pay …% Service Fee corresponding with the amount of money … dong (In words: …) within … days immediately after the Parties sign this Contract.

+ Phase 02: Party A shall pay …% Service Fee corresponding with the amount of money …copper (In words: … dollars) within … days from …

+ Batch 03: …

c. Payment method: Bank transfer

d. Party B shall issue a valid VAT invoice to Party A immediately upon receipt of payment for each Payment Installment.

ARTICLE 4. RIGHTS AND OBLIGATIONS OF PARTY A

1. Responsible for providing Party B with the necessary information and documents related to the Goods for the purpose of performing the work as specified in this Contract;
2. Responsible for ensuring the quantity and quality of Goods during Livestream sessions; ensuring that Goods are legally distributed in Vietnam and meet the requirements for trading these Goods.
3. Responsible for resolving customer complaints and inquiries regarding products (if any).
4. Payment shall be made in full and on time to Party B as stipulated in this Contract.
5. Other rights and obligations specified in the Contract and Annexes (if any).

ARTICLE 5. RIGHTS AND OBLIGATIONS OF PARTY B

1. Receive full payment on time as stipulated in Articles 4 and 5 of the Contract.
2. There is an obligation to properly perform and complete the Service commitments specified in the Contract.
3. Provide accurate Product Information to Customers during the execution of the Contract. 
4. Party B undertakes not to make any statements or engage in any conduct that may damage the reputation, credibility, brand, or products of Party A, or violate the law, religion, politics, or superstition in any form during the Livestream session. 
5. Party B warrants that it has sufficient capacity to perform this contract and that the information provided is true.
6. Other rights and obligations specified in the Contract and Annexes (if any).

ARTICLE 6. INFORMATION SECURITY

Party B absolutely undertakes not to disclose any information related to this Contract or any documents containing confidential information of Party A, Party A's customers, or Party A's affiliates, even after this Contract terminates, except where required to disclose information in accordance with the law or by decision of a competent state agency, or where Party A has agreed to the disclosure or public dissemination of such confidential information. Party B undertakes not to buy, sell, use, transfer, or profit in any way from the disclosure of confidential information obtained or learned during the course of employment at the company to any third party.

ARTICLE 7. FORCE MAJEURE EVENTS

7.1. “Force Majeure Event” means any event that occurs unexpectedly, is beyond the reasonable control of a Party, and cannot be prevented by any reasonable measures within its power.

7.2. Neither Party shall be liable for any failure to perform or any delay in performing its obligations due to the occurrence of a Force Majeure Event. The Party affected by the Force Majeure Event must notify the other Party in writing immediately after the occurrence of the Force Majeure Event.

7.3. In the event that the force majeure event lasts for more than 30 (thirty) days from the occurrence of the force majeure event, the Parties shall renegotiate the implementation of the Contract or terminate the Contract.

ARTICLE 8. PENALTIES FOR BREACH OF CONTRACT AND COMPENSATION FOR DAMAGES

During the performance of the Contract, if either Party breaches the fundamental obligations of the Contract and fails to cease the breach within the time period requested by the aggrieved Party, the breaching Party shall be liable to the other Party as follows:

a. A fine of 8% equal to the value of the obligation violated at the time of the violation. 

b. The violating party shall also compensate the non-violating party for actual damages.

ARTICLE 9. TERMINATION OF THE AGREEMENT

9.1. The Contract shall be terminated prematurely in the following cases:

a. Pursuant to a written agreement between the Parties.

b. Either Party may unilaterally terminate the Contract in accordance with the provisions of the Contract.

c. One of the Parties is dissolved or declared bankrupt in accordance with the law.

9.2. A Party has the right to unilaterally terminate the Contract if the other Party continuously violates the fundamental obligations of the Contract and fails to remedy such violations within the time limit requested by the aggrieved Party. The Party unilaterally terminating the Contract must notify the other Party in writing or by email at least 07 (seven) days prior to termination. 

9.3. If either Party unilaterally terminates the Contract without falling under any of the circumstances specified in the Contract The party that unilaterally terminates the contract will be considered in breach of the Contract. 

ARTICLE 10. GENERAL PROVISIONS

10.1. This Agreement shall be effective from the date of signing until terminated in accordance with the provisions of this Agreement. Any amendments or supplements to this Agreement and its Annexes shall only be effective when agreed upon in writing by the Parties and duly signed by the Parties.

10.3. The Contract shall be executed in two (02) copies in Vietnamese, and each Party shall retain one (01) original copy as a basis for implementation.

10.4. Governing Law and Dispute Resolution: This Agreement shall be governed by the laws of the Socialist Republic of Vietnam. In the event of any dispute arising in connection with this Agreement, the Parties shall endeavor to resolve it through negotiation in a spirit of cooperation. If negotiations fail, any dispute arising from or related to this Contract shall be resolved by the competent People's Court in accordance with the law. 

Link: Marketing Service Contract Template – KOL/KOC