Differentiating “assignment” and “licensing”of industrial property rights in Vietnam

Transfer of industrial property rights in Vietnam comprises 02 forms: (1) Assignment of industrial property rights and; (2) Licensing of industrial property rights. How to differentiate the assignment and licensing of industrial property rights as statutorily provided in Vietnam? You may find the key differences between these two types of transfer of industrial property rights in the below table....

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Taxes

Licensee agrees that it shall pay In addition to the license fee or royalties provided in Article (…), any and all transfer taxes, in particular value-added taxes, which may become payable in a country other than the country of Licensor, and such transfer taxes shall not be deducted from the license fee or royalties due to Licensor. Any taxes required to be withheld from the license fee or royalties due to Licensor, shall be paid  by Licensee to the appropriate governmental agency, and the license fee or royalties remitted by Licensee to Licensor shall be the net amount after such...

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Report and Record

Licensee agrees to make written report to Licensor within…days after the end of the calendar quarter being a three (3) month period ending with the last day of …,…,… and ……following the date of execution of this Agreement and each calendar quarter thereafter during the life of this Agreement stating In each report, the number, description, and selling price of Products sold or otherwise disposed of under the license granted herein during the preceding calendar quarter....

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Payment

The running royalty referred to in the Paragraph…of Article…hereof shall be paid quarterly, for the three (3) month period ending with the last day of …,…,…and …of each year, on or before the last day of …,…,… of each year respectively....

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The most favored treatment

If, at any time during the term of this Agreement, Licensor grants any other license under the Patents, Trademarks and Technical to any third party in connection with the manufacture, use and sale of the Licensed Products in the Non- Exclusive Territory at more favorable consideration than those provided herein, Licensor shall promptly notify Licensee in writing the details of such other license and Licensee may have the option right of adopting equally favorable consideration. ...

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Quality Control

Licensee warrants that the Licensed Product manufactured and sold hereunder shall be at Its own responsibility of good quality comparable to corresponding products manufactured and sold by Licensor and shall be suitable for their intended purpose: that no injurious, poisonous, deleterious or toxic compounds and chemical raw materials will be used In or on the Licensed Product, that the Licensed Product will not be inherently dangerous to the users thereof and that the Licensed Product will be manufactured, used and sold by Licensee in strict compliance with all applicable laws and regulations of the countries of the Territory....

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Improvement

If Licensee develops any improvements or invention relating to Licensed Technology and secure one or more patents on any of such Improvements or Inventions during the term of this Agreement, Licensee shall equally share the ownership of said patents, nevertheless all the rights shall be borne by Licensee....

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