SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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DEPOSIT AGREEMENT

No.: ……../2025/TTKQ- …- …

– Pursuant to the Civil Code of the Socialist Republic of Vietnam dated November 24, 2015;

– Pursuant to Contract … No. …/20…/HĐV-…-….

Today, on …/…./……, we, including:

PARTY A (RIGHT HOLDER): COMPANY …

PARTY B (THE SIGNATORY PARTY): COMPANY …

After reaching an agreement, the Parties hereby agree to sign this Escrow Agreement with the following terms:

ARTICLE 1. PURPOSE OF THE DEPOSIT

• Party B shall deposit a security deposit to ensure the performance of obligations under Contract No. …/20…/HĐV/…- … signed between Party A and Party B on …/…/20…. (Hereinafter referred to as the Contract with guaranteed obligations).

• Obligations are secured, including but not limited to the following obligations under the Contract with secured obligations:

1. a) The secured obligation is the entire obligation arising from the Contract with the secured obligation.
2. b) The secured obligations are current obligations and future obligations arising from the time the secured obligation contract is signed until Party B fulfills all secured obligations to Party A.

When future obligations arise, the Parties shall not be required to re-establish the agreement.

ARTICLE 2. DEPOSIT ACCOUNT

Party B agrees to open an escrow account at the designated bank with the following details:

2.1 Collateral: All funds transferred by Party B and/or third parties into the Escrow Account.

Interest earned on margin deposits is retained in the Margin Account and is considered part of the Margin Assets, used to secure obligations arising from the Secured Obligation Contract.

a) Collateral assets include but are not limited to:

b) Party B undertakes that the Collateral deposited with the Bank: (i) is legally owned only of Party B; and (ii) is not subject to any third-party ownership rights; and (iii) is not subject to seizure or attachment; and (iv) is not in dispute; and (v) is not used for public welfare, defense, security, or to secure other obligations to third parties.

Party B agrees to assume all responsibilities, including but not limited to civil and criminal liabilities before the law and before Party A, regarding the accuracy of this commitment. In the event of any changes or disputes, Party B commits to pay all costs and compensate for damages if disputes arise in relation to the escrowed assets. 

In the event of any dispute arising in connection with the Escrowed Assets with a Third Party, Party B shall be solely responsible to the Third Party without affecting the validity of this Agreement.

2.2 Escrow account: is an account opened by Party B at the designated Bank and blocked in accordance with the provisions of this Agreement and the Escrow Agreement signed with the Bank, specifically:

a) The escrow recipient: Party A and Party B agree to designate the Bank to open an escrow account with the following information::

Trading name: Bank … 

Address: ………………………………………………………………………………….

(Hereinafter referred to as the Bank).

b) The depositor: Company ….

c) The party with rights in the deposit: Company ….

Information regarding the Escrow Account is set forth in the Escrow Agreement/Document provided by the Bank. After the Escrow Account is successfully established, the parties shall prepare an Addendum detailing the information of the Escrow Account.

ARTICLE 3. EFFECT 

3.1 Validity: This agreement shall be effective from the date the parties sign and complete the escrow account opening procedures until the date Party B fully performs the Secured Obligations and the Parties have a written confirmation of the liquidation of the Secured Obligation Contract. 

3.2 Effectiveness against third parties: arising from the time the Collateral is deposited into the Escrow Account at the Bank. 

ARTICLE 4. MANAGEMENT AND USE OF DEPOSIT FUNDS

4.1 The bank shall freeze Party B's escrow deposit account and shall only make payments in accordance with the Confirmation Letter of Contract Termination with guaranteed obligations between Party A and Party B. 

4.2 Party B shall not withdraw/use the deposit funds in the Escrow Account during the escrow period, except with the written consent of Party A and in the cases specified in point a of clause 5.1 of Article 5 of this Agreement.

4.3 The Bank may only automatically deduct funds without the prior consent of Party B to fulfill its obligations to Party A.

ARTICLE 5. HANDLING OF DEPOSITED ASSETS

5.1 Collateral assets shall be disposed of in any of the following cases:

a) Party B shall fully perform the Secured Obligations, and the Parties shall execute a written confirmation of the termination of the Contract containing the Secured Obligations. 

b) Upon expiration of the escrow period specified in this Agreement; or upon maturity of the obligation under the Contract with the secured obligation (whichever occurs first).

5.2 Handling of Collateral Assets in the case specified in point a of Section 5.1 of Article 5: The escrowed assets shall be released from escrow and returned to Party B in accordance with the agreement with the Bank.

5.3 Handling of Collateral Assets in the case specified in point b of Section 5.1 of Article 5:

a) If Party B fully and timely performs the Secured Obligations: The escrowed assets shall be returned to Party B, after deducting the escrow service fees for the Bank. 

The Bank's escrow service fees will be calculated based on the Escrow Agreement with the Bank. 

b) In the event that Party B fails to perform or improperly performs the Secured Obligations: Party A shall be entitled to have the Bank where the collateral is deposited use the Collateral to perform all Secured Obligations, after deducting the collateral service fees. 

If the value of the Collateral exceeds the value of the Secured Obligation: The depository bank shall return the remaining Collateral to Party B after deducting the Bank's service fees and the amount paid at the request of Party A.

If the value of the collateral is insufficient to fulfill the obligation: Party A shall be obligated to continue to fulfill the portion of the obligation exceeding the collateral and shall become an unsecured obligation.

5.4 The Bank shall have the right and obligation to automatically deduct funds from the Escrow Account to fulfill the Obligations secured for Party A in the event that Party A sends a Notice requesting the disposition of the Escrow Assets. 

5.5 If Party A receives a payment but this payment is insufficient to fulfill all of Party B's Obligations, the order of priority for deduction shall be as follows: (i) penalties for violations and compensation for damages (if any); (ii) interest due; and (iii) principal amounts due.

ARTICLE 6. RIGHTS AND OBLIGATIONS OF PARTY A

6.1 To properly implement the contents agreed upon in this Agreement and to have the right to request Party B to properly perform the obligations committed.

6.2 Reject any requests from Party B that are not in accordance with the law and the terms of this Agreement.

6.3 Require the Bank to use the Collateral to fulfill all Obligations secured under this Agreement and the Contract, and require Party B to cooperate in performing the procedures when handling the Collateral.

6.4 Exemption from liability for errors in procedures related to Escrow Accounts.

6.5 Have the right to inspect, supervise, and request the Bank and Party B to report on the management, use, and status of the Escrow Assets. 

6.6 In the event that the Escrowed Assets are insured and compensation is paid upon the occurrence of an insured event, Party A shall be entitled to directly receive insurance proceeds and compensation from the insurance company or authorized individual/entity, unless Party A and Party B have agreed otherwise. Party B is obligated to notify the insurance company or authorized individual/entity of the details of this Escrow Agreement.

ARTICLE 7. RIGHTS AND OBLIGATIONS OF PARTY B

7.1 To properly implement the contents agreed upon in this Agreement and to have the right to request Party A to properly implement the agreed terms.

7.2 Provide complete and truthful information and documents related to this Agreement and be responsible for the accuracy and truthfulness of the information and documents provided. In the event of any changes to the relevant information, Party B shall be responsible for notifying Party A fully and promptly.

7.3 Perform the procedures for opening an Escrow Account and provide Party A with the necessary information regarding the Escrow Account, and be responsible for the legality and accuracy of the account opening procedures and the Escrow Account. Coordinate the necessary procedures when handling the Escrow Assets and be legally responsible for the accuracy and authenticity of the information and documents provided to Party A and the Bank.

7.4 At the time of signing this Agreement, there are no judgments/decisions of the People's Courts at any level, arbitrators, or enforcement decisions of the enforcement agencies whereby Party B is liable for property obligations to other Organizations/Individuals.;

7.5 In the event that the pledged assets and other collateral assets are insufficient to fulfill the Secured Obligation upon disposition, Party B undertakes to fully fulfill the remaining Obligation in cash or other assets to Party A within 30 (thirty) days from the date Party A notifies the remaining Obligation after disposition of the pledged assets and other collateral assets.

7.6 Provide the original Escrow Agreement with the Bank to Party A.

7.7 Party B undertakes that even if this Agreement is declared invalid or contains other errors and Party A has already disbursed funds, Party B shall still fully perform its obligations under the Contract subject to guarantee. 

7.8 Party B undertakes to have notified and to notify third parties concerned of the deposit of the Assets referred to in Clause 2.1 of Article 2 of this Agreement to secure the obligations arising from the Contract to be secured.

ARTICLE 8. PENALTIES FOR VIOLATIONS AND COMPENSATION FOR DAMAGES

In the event that Party B breaches any Obligation secured under this Agreement or under the Contract with secured obligations, Party A may simultaneously apply the following sanctions:

8.1 Penalty for Violation: 08% Value of the violation.

8.2 Compensation for damages: Actual damages arising from the Violating Party's violation. 

8.3 Unilateral termination of the agreement.

ARTICLE 9. DISPUTES AND DISPUTE RESOLUTION

9.1 In the event of any dispute arising from or related to this Agreement (“Dispute”), the parties agree to use their best efforts to negotiate the issues with the aim of reaching a mutual agreement on an amicable solution in the spirit of respecting each other's interests to resolve the Dispute. 

9.2 If, after more than 15 (fifteen) days from the date of the dispute, the parties are unable to negotiate or the negotiations fail to produce a result, the parties shall have the right to file a lawsuit with the competent court.

ARTICLE 10. GENERAL COMMITMENT

10.1 The terms of this Agreement may be amended or supplemented by mutual agreement of the parties. Any such amendment or supplement must be in writing, signed by both parties, and shall form an integral part of this Agreement, without affecting the validity of the unamended terms.

This Agreement shall be terminated after Party B has fulfilled all obligations under this Agreement and the Contract is guaranteed. 

10.2 Matters not agreed upon in this Agreement shall be implemented in accordance with the provisions of Contract No. …/20…/HĐV- …- …. and the applicable legal provisions.

10.3 This Agreement is executed in three (3) original copies of equal legal validity, with each party retaining one (1) copy and the Bank retaining one (1) copy.

Link: SAMPLE DEPOSIT AGREEMENT