{"id":2970,"date":"2025-12-18T13:58:14","date_gmt":"2025-12-18T06:58:14","guid":{"rendered":"https:\/\/fundgolaw.vn\/?p=2970"},"modified":"2025-12-24T14:21:44","modified_gmt":"2025-12-24T07:21:44","slug":"business-cooperation-agreement","status":"publish","type":"post","link":"https:\/\/fundgolaw.vn\/en\/business-cooperation-agreement\/","title":{"rendered":"BUSINESS COOPERATION AGREEMENT TEMPLATE"},"content":{"rendered":"
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SOCIALIST REPUBLIC OF VIETNAM<\/b><\/p>\r\n

Independence \u2013 Freedom \u2013 Happiness<\/b><\/p>\r\n

BUSINESS COOPERATION AGREEMENT<\/b><\/p>\r\n

Number: <\/b>[\u2026]<\/span><\/p>\r\nThis Business Cooperation Agreement\u00a0<\/span>(hereinafter referred to as\u00a0<\/span><\/i>\u201cContract\u201d<\/i><\/b>)<\/span><\/i>\u00a0Established and signed on [\u2026] in [\u2026] between the Parties:<\/span>\r\n\r\n\r\n\r\n\r\n\r\n\r\n\r\n\r\n\r\n\r\n\r\n\r\n\r\n\r\n\r\n
PARTY A<\/b>:<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
COMPANY <\/b>[\u2026]<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
Tax ID number<\/span><\/td>\r\n: [\u2026]<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
Headquarters address<\/span><\/td>\r\n: [\u2026]<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
Represented by<\/span><\/td>\r\n: [\u2026]<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
Position<\/span><\/td>\r\n: [\u2026]<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
AND<\/i><\/b><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
SIDE B<\/b>:<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
COMPANY <\/b>[\u2026]<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
Tax ID number<\/span><\/td>\r\n: [\u2026]<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
Headquarters address<\/span><\/td>\r\n: [\u2026]<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
Represented by<\/span><\/td>\r\n: [\u2026]<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n
Position<\/span><\/td>\r\n: [\u2026]<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n\u00a0<\/span><\/td>\r\n<\/tr>\r\n<\/tbody>\r\n<\/table>\r\nEach of the following parties shall be referred to individually as \u201c<\/span>On the<\/b>\u201d, collectively referred to as \u201cc<\/span>the Parties<\/b>\u201dThe Parties agree to enter into this Business Cooperation Agreement under the following terms and conditions:<\/span>\r\n\r\nARTICLE 1. DEFINITIONS AND EXPLANATIONS<\/b>\r\n\r\nIn this Contract, the following words and terms shall have the following meanings:<\/span>\r\n
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  1. \u201cProject\u201d:<\/b>is [...]<\/span><\/li>\r\n \t
  2. \u201cContract\u201d:\u00a0<\/b>This Business Cooperation Agreement and its attached Appendices form an integral part of the Agreement, along with any amendments, adjustments, and additions made from time to time (if any) signed by Party A and Party B.<\/span><\/li>\r\n \t
  3. \u201cProject Management Board\u201d\u00a0<\/b>or\u00a0<\/span>\u201cCoordination Committee\u201d<\/b>: This entity is established to assist the Parties in carrying out business cooperation under this Contract and to directly organize, operate, and manage the Project; it has the functions, duties, and powers as agreed upon by the Parties in this Contract and the Rules of Operation of the Project Management Board.<\/span><\/li>\r\n \t
  4. \u201cContribution ratio\u201d:\u00a0<\/b>is the % ratio between the capital contribution that the Parties must make and the total investment capital of the Project.<\/span><\/li>\r\n \t
  5. \u201cCopper\u201d<\/b>or\u00a0<\/span>\u201cVND\u201d<\/b>: Meaning the legal tender of Vietnam.<\/span><\/li>\r\n \t
  6. \u201cCompetent State Agency\u201d:<\/b>meaning any State agency that has rights and obligations related to any activities of the Project as prescribed by law.<\/span><\/li>\r\n \t
  7. \u201cLaw\u201d:<\/b>is the entire legal system of Vietnam.<\/span><\/li>\r\n \t
  8. \u201cFundamental violations\u201d:<\/b>A breach by a Party to this Agreement that is clearly identified as a fundamental breach or a breach of the Agreement by one Party that causes damage to the other Party to such an extent that the other Party cannot achieve the purpose of entering into this Agreement.<\/span><\/li>\r\n<\/ol>\r\nThe headings in this Agreement are included for convenience only and shall not be used or interpreted as a major part of this Agreement.<\/span>\r\n\r\nARTICLE 2. CONTENT OF BUSINESS COOPERATION<\/b>\r\n\r\n[Specific description of cooperation objectives and content]<\/span><\/i>\r\n\r\n2.1.<\/b> Detailed information about the Project:<\/span>\r\n\r\nProject Name: Project [...]<\/span>\r\n\r\nProject location: [\u2026]<\/span>\r\n\r\nTotal investment capital of the Project: [\u2026]<\/span>\u00a0copper<\/b>\u00a0<\/span>(In words:\u00a0<\/span><\/i>[\u2026]<\/span>)<\/span><\/i>.<\/span>\r\n\r\n2.2.<\/b> Party B agrees to contribute investment capital, and Party A agrees to accept Party B's investment capital contribution to jointly cooperate in investing in, constructing, and operating the Project. This business cooperation does not establish a new legal entity. Party A shall sign on behalf of the Parties the Contracts (including the Business Contract) and related documents during the implementation of the Project in accordance with State regulations after obtaining Party B's written consent.<\/span>\r\n\r\nARTICLE 3. CAPITAL CONTRIBUTION RATIO<\/b>\r\n\r\n3.1. <\/b>Party A contributes capital to the joint venture in the amount of [\u2026]% of the total investment capital of the Project, equivalent to [\u2026]<\/span>\u00a0copper<\/b>\u00a0<\/span>(In words:\u00a0<\/span><\/i>[\u2026]<\/span>)<\/span><\/i>.<\/span>\r\n\r\n3.2.<\/b> Party B contributes capital to the joint venture in the amount of [\u2026]% of the total investment capital of the Project, equivalent to [\u2026]<\/span>\u00a0copper<\/b>\u00a0<\/span>(In words:\u00a0<\/span><\/i>[\u2026]<\/span>).<\/span><\/i>\r\n\r\nARTICLE 4. FORM AND PROGRESS OF CAPITAL CONTRIBUTION<\/b>\r\n\r\n4.1.<\/b> Party A shall contribute capital as follows:<\/span>\r\n
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    1. Form of capital contribution:\u00a0<\/span>[money; land use rights, machinery, equipment, etc.]<\/span><\/i><\/li>\r\n \t
    2. Capital contribution progress:\u00a0<\/span>(specify the number of capital contributions, the amount of capital contributed, and the date of fulfillment of the capital contribution obligation)<\/span><\/i><\/li>\r\n<\/ol>\r\n4.2.<\/b> Party B shall contribute capital as follows:<\/span>\r\n
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      1. Form of capital contribution:\u00a0<\/span>[money; land use rights, machinery, equipment, etc.]<\/span><\/i><\/li>\r\n \t
      2. Capital contribution progress:\u00a0<\/span>(specify the number of capital contributions, the amount of capital contributed, and the date of fulfillment of the capital contribution obligation)<\/span><\/i><\/li>\r\n<\/ol>\r\n4.3.<\/b> Contributed capital account:<\/span>\r\n\r\nParty A shall establish a separate account for the Project at a commercial bank in Vietnam to serve exclusively for transactions related to the Project, including but not limited to: receiving capital contributions from the parties in subsequent phases after the execution of this Contract; collecting, disbursing, and executing transactions related to the investment, construction, operation, and business activities of the Project. The capital contribution account is also the joint account of the Project Management Board.<\/span>\r\n\r\nARTICLE 5. DISTRIBUTION OF BUSINESS RESULTS<\/b>\r\n\r\n5.1.<\/b> The joint venture parties shall divide the business results (profits or losses) in proportion to their actual capital contributions at the time of division of business results.<\/span>\r\n\r\nTime of distribution of business results: After the fiscal year-end closing, unless the Parties agree on a different distribution date.<\/span>\r\n\r\n5.2.<\/b> Profit sharing:<\/span>\r\n
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        1. After fulfilling financial obligations (taxes, fees, state charges) to the State, profits from business activities and exploitation of the Project shall be distributed in proportion to the actual capital contribution ratio among the Parties at the time of distribution.<\/span><\/li>\r\n \t
        2. Within 60 days from the end of the fiscal year, the Parties shall prepare a plan for the distribution of business results and profits (if any) to the cooperating Parties. The profit distribution rate shall not be lower than [\u2026]% of the Project's profit up to the time of distribution.<\/span><\/li>\r\n<\/ol>\r\nARTICLE 6. MANAGEMENT AND SUPERVISION MECHANISM<\/b>\r\n\r\n6.1.<\/b> Depending on the timing and actual needs of the Project, the Parties shall establish a Project Management Committee (Coordination Committee) to organize, operate, and manage the Project. Each cooperating party shall appoint [...]<\/span> individuals acting as representatives of their capital contributions in the Project and participating in the Project Management Board.<\/span>\r\n\r\n6.2.<\/b> The Parties shall jointly agree on the organizational structure of the Project Management Board and issue the Regulations on the organization and operation of the Project Management Board. These Regulations shall form an integral part of the Contract.<\/span>\r\n\r\nARTICLE 8. RIGHTS AND OBLIGATIONS OF THE PARTIES<\/b>\r\n\r\n8.1. Rights and Obligations of Party A<\/b>\r\n
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          1. Contribute the full amount of capital committed in accordance with the schedule specified in this Contract and the decisions and agreements between the Parties. Violation of this obligation constitutes a fundamental breach.<\/span><\/li>\r\n \t
          2. Use Party B's capital contribution and make investments in accordance with the purpose and agreements set forth in this Contract.<\/span><\/li>\r\n \t
          3. Appoint personnel to participate in the Project Management Board as stipulated in this Contract.<\/span><\/li>\r\n \t
          4. Responsible for submitting financial reports and audit results of the Project to Party B upon Party B's request or immediately after completing the financial report and audit. Every two months, Party A must notify Party B in writing of the status and progress of the Project implementation so that Party B can keep abreast of developments and make appropriate plans for its capital contribution and other related investment activities in the Project.<\/span><\/li>\r\n \t
          5. Responsible for performing legal procedures related to the Project to accelerate the progress of investment, construction, and business operations to ensure the Project's business efficiency. In the event that the Project is not approved by the competent State agency or for any other objective reason that prevents the Project from being implemented, Party B must return the entire capital contribution of Party A to Party A.<\/span><\/li>\r\n \t
          6. The business results shall be divided in accordance with the provisions of this Contract.<\/span><\/li>\r\n \t
          7. Support and perform relevant procedures when Party B enjoys the results of investment cooperation in accordance with the law. Violation of this obligation constitutes a fundamental breach.<\/span><\/li>\r\n \t
          8. Other rights, obligations, and responsibilities under this Contract and the provisions of the law.<\/span><\/li>\r\n<\/ol>\r\n8.2. Rights and Obligations of Party B<\/b>\r\n
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            1. Contribute the full amount of capital committed in accordance with the schedule specified in this Contract and the decisions and agreements between the Parties. Violation of this obligation constitutes a fundamental breach.<\/span><\/li>\r\n \t
            2. Require Party A to provide written documentation regarding the implementation status of the Project; require Party A to provide records and documents related to cost accounting, business results, and financial records (financial statements, balance sheets, business performance results, etc.) of the Project.<\/span><\/li>\r\n \t
            3. Have the right to express opinions and decide to agree or disagree on all matters related to the Project throughout the entire investment implementation process until the conclusion of the Project investment, including the approval of the investment project, the establishment of the Project Management Board, the business plan for products, etc.<\/span><\/li>\r\n \t
            4. Have the right to appoint persons to participate in the Project Management Board in accordance with the provisions of this Contract.<\/span><\/li>\r\n \t
            5. May assign part or all of its investment capital contribution under this Agreement to the other Party or a third party.<\/span><\/li>\r\n \t
            6. The business results shall be divided in accordance with the provisions of this Contract.<\/span><\/li>\r\n \t
            7. Perform tax obligations within the scope of one's responsibilities as prescribed by law.<\/span><\/li>\r\n \t
            8. Other rights, obligations, and responsibilities under this Contract and the provisions of the law.<\/span><\/li>\r\n<\/ol>\r\nARTICLE 9. HANDLING OF CONTRACT VIOLATIONS<\/b>\r\n\r\n9.1.\u00a0<\/b>Handling violations related to capital contributions:<\/span>\r\n