Họ và tên: Trương Nguyễn Hiệp Đức

Mã sinh viên: 1117013

Email: [email protected]

ENGLISH FOR INTERNATIONAL ECONOMICS AND

BUSINESS

Question 1: What is an international business contract? How many types are

there? What are they? Give at least 1- 2 real examples for making clear the
answer to the question.
International business contract refers to a legally binding agreement between
parties, based in different countries, in which they are obligated to do or not do
certain things. International contracts may be written in a formal way. Most
businesses create contracts in writing to make the terms of agreement clear, often
seeking legal counsel when drawing important contracts. Contracts can cover all
aspects of international trade, although the most commonly used are:
 International sale contract.
 International distribution contract.
 International agency Contract.
 International sales representative contract.
 International supply contract.
 International manufacturing contact.
 International services contract.
 International strategic alliance contract.
 International joint contract.
 International franchise contract.
Example:
INTERNATIONAL SALE CONTRACT
NO. 2802/2017 / PK
February 28, 2017

Party A (seller): Vardhman Group

Address: Chandigarh - Ludhiana - Punjab - India Phone: + 91-161-2228943-48
Email: [email protected] Represented by Mr. S.P Oswan
Bank account: 883568300 (USD) Bank: South Indian Bank
AND
Party B (buyer): Song Hong Garment Joint Stock Company
Address: 105 Nguyen Duc Thuan - Nam Dinh City - Nam Dinh Province -
Vietnam
Phone: + 84-350-3649365 Represented by Mr. Bui Duc Thinh
Bank account: 19030006318468 (VND))
Bank: Vietcombank Vietcombank, Head Office, Hanoi

The two parties have agreed and agreed on the performance of international
goods trading contracts under the following terms and conditions:
1. NAME OF GOODS: cotton fabric
2. QUANTITY: 50 MT (± 5% tolerance by seller)
3. QUALITY:
- Product name: PPL01
- 100% new models, produced in 2016
- Material: 100% cotton
- Origin: India
- Weaving style: smooth
- Size: 150 cm (59 ”)
- Weight: 109g / m2

4. PACKAGING, SIGNAL CODE:

- Every 50m length of fabric is rolled into a roll of 150cm width
- Each roll is wrapped with nylon PE against steam, moisture
- For every 6 rolls, packed in 01 carton, 120cm wide x 180cm long x 100cm tall
5. UNIT PRICE:
2000USD / MT CIP Noi Bai International Airport INCOTERMS 2010
Total price: 100,000 USD
In words: One hundred thousand US dollars even
6. DELIVERY
- Delivery time is no later than March 20, 2017
- Loading Port: Sahnewal International Airport, India Unloading port: Noi Bai
Airport, Vietnam
- After delivery, within 24 hours, the seller will power or telex to notify the buyer
of the goods, the contract number, quantity, weight, invoice value, aircraft name,
loading port, transport number menu, delivery date.
- Delivery of goods will be carried out according to Incoterms 2010. The rules and
delivery in the agreement between the parties is CIP at the workshop of the Red
River Company.
 7. PAYMENT
The payment is made by L / C, irrevocable, immediate payment, payment in US
dollars, opened by the buyer to the seller to enjoy 100% of the contract value. L / C is
opened at Vietcombank Vietcombank in Hanoi, Vietnam.
Payment is made if presented to the bank papers
after:
- Air waybill has been confirmed, marked (prepaid freight) 3/3 copies (Clean bill of
lading)
- Commercial invoice 3/3 copies
- 3/3 copy pack
- Quality certificate issued by the seller 3/3 copies
- Certificate of origin issued by the seller 3/3 copies
- Confirmation of the seller advises the carrier level 3/3 copies.

8. INSURANCE
Insurance premiums are borne by the seller under CIP Incoterms 2010 conditions.
9. COMPLAINTS

a. Seller is responsible for and costs incurred for the inspection of goods
before delivery.
b. In case of loss or damage after goods have arrived at the port of delivery,
the buyer has the right to complain to the seller about the volume of goods within
2 months from the date the goods arrived at Saigon port; and complaints about the
quality of goods within 3 months from the date the goods arrive at Saigon Port.
The buyer must lodge a complaint in writing and enclose the goods inspection
record (issued by the VINACONTROL Goods Inspection Office). This
assessment record is considered to be the decision document to resolve the
complaint.
c. Any time the buyer proves that all of the above claims are the seller's
responsibility, the seller must proceed immediately without delay.
10. ANY RESISTANCE

a. The two parties are not responsible for the failure to perform the
contractual obligations in case of Force Majeure. Upon occurrence of Force
Majeure events are beyond the control of the parties, unforeseen events
 
Foreseen and unseen include but not limited to: war, civil war, riot, strike, natural
disaster, fire, damaged factory, government and military intervention. The affected
party will send a notice by Fax (or email) to the other party within 03 days after
the incident occurred. Evidence of Force Majeure will be issued by the competent
authority and sent to the other party within 7 days. Past the above time, Force
Majeure is not considered.
b. In force majeure circumstances, the parties may agree to extend the time
limit for performing contractual obligations; If the parties do not reach an
agreement or cannot reach an agreement, the time limit for performance of
contractual obligations shall be counted for an extra period equal to the time of
occurrence of the Force Majeure event plus the reasonable time to remedy the
consequences. If the period of time is extended over the period specified in the
law applicable to this contract, the affected party will be exempted from
performing contractual obligations.
11. IMPORTANT
a. During the implementation of this contract, if any dispute of both parties
cannot be resolved by negotiation and if the accused is the buyer, this dispute will
be settled by the Vietnam Foreign Trade Arbitration Council. Nam is under the
Vietnam Chamber of Commerce and vice versa.
b. The decision of the Vietnam Foreign Trade Arbitration Council in case the
accused is the purchaser will be considered to be final for both parties.
c. Arbitration fee and other related charges will be borne by the losing party
unless otherwise agreed.
12. OTHER TERMS
a. The contract takes effect from the date of signing.
b. Any changes or adjustments must be made in writing and confirmed by
both parties. Other delivery conditions not mentioned in this contract will be
subject to INCOTERMS 2010.
c. The contract is made into 03 originals in English, each party keeps 01 copy
and 01 copy is sent to the arbitration agency specified in Article 11.

Buyer Seller
Song Hong Joint Stock Company Vardhman Group

Question 2: What is an international contract for commodity exporting? How

many articles does it have? What are they? Give at least real 1-2 examples for
making clear the answer to the question.

International contract for commodity exporting is an agreement between two

parties having business offices in different countries, whereby one party called the
seller (the exporter) is obliged to transfer its ownership to another party called the
party. buys (the importer) a certain asset called a good. The buyer is obliged to
receive the goods and pay the money.
Articles:
 Commodity: specify the object to be traded, need to use methods of
specifying the exact name. If it consists of many goods divided into different
categories with different characteristics, an enumeration (appendix) must be made
and a contract must be clearly inscribed in order for the annex to form part of the
item's name clause.
 Quality: Providing for the quality of goods delivered, and being the basis
for forwarding the quality of goods, especially when there is a quality dispute, the
quality clause is the basis for inspect, evaluate, compare and resolve quality
disputes.
 Quantity: Specifies the number of goods delivered, units and methods of
determining the weight.
 Packing and marking provisions: Packing and marking: In this clause, the
packaging type, shape, size, quantity of packaging, quality of packaging, mode of
packaging, price packaging. Regulations on the content and quality of symbol
codes.
 Price: Specify the specific price with the currency to calculate the price, the
method of price determination and the rule of price reduction (if any).
 Paymen: In order to qualify the buyer to pay the seller, this clause specifies
the payment types, payment term, payment location, voucher set for payment.
 Shipment / Delivery: Specifies the number of deliveries, delivery time,
delivery location (station, port) to go. (Station, port) to the port through, modes of
delivery and delivery final delivery, notice of delivery, number of notices, time of
notification, message content and some other rules of delivery.
 Force majeure acts of god: This condition stipulates cases in which the
contractual obligations are exempted or postponed.
 Claim: Set the time limit for appeal, the format of the complaint, and the
obligations of the parties when making a complaint.
 Warrant: Specify the warranty period, the warranty location, the content of
the warranty and the responsibility of each party in each warranty content.
 Penalty: Stipulate the cases of fines and indemnities, penalties and
compensation, fine and compensation according to each contract may have
separate articles of fines and compensation or Combined with the articles of
delivery, payment ...
 Arbitration: Arbitration rules: Who is the person who adjudicates, the law
applied to the hearing of the venue of the arbitration commits to comply with the
arbitration and to determine the arbitration costs.
Example: Here are articles of exporting rice
1. Transferable object
2. Commodity
3. Specification
4. Quantity
5. Price
6. Packaging
7. Shipment and Delivery
8. Inspection and Fumigation
9. Payment
10. Force Majeure
11. Arbitration
12. Other terms

Question3: What is an international contract for commodity importing? How

many articles does it have? What are they? Give at least real 1-2 examples for
making clear the answer to the question.
A contract is an agreement between two or more equal parties giving rise to
specific rights and obligations.
Commodity importing contract is a special type of contract of sale or purchase of
foreign trade which is an agreement between involved parties having business
offices in different countries, whereby one party is called an exporter ( The seller
is obliged to transfer the ownership of another party called the importer (the
buyer) of a certain property called the goods, the buyer is obliged to receive and
pay the goods.
Articles:
 Commodity: specify the object to be traded, need to use methods of
specifying the exact name. If it consists of many goods divided into different
categories with different characteristics, an enumeration (appendix) must be made
and a contract must be clearly inscribed in order for the annex to form part of the
item's name clause.
 Quality: Providing for the quality of goods delivered, and being the basis
for forwarding the quality of goods, especially when there is a quality dispute, the
quality clause is the basis for inspect, evaluate, compare and resolve quality
disputes.
 Quantity: Specifies the number of goods delivered, units and methods of
determining the weight.
 Packing and marking provisions: Packing and marking: In this clause, the
packaging type, shape, size, quantity of packaging, quality of packaging, mode of
packaging, price packaging. Regulations on the content and quality of symbol
codes.
 Price: Specify the specific price with the currency to calculate the price, the
method of price determination and the rule of price reduction (if any).
 Paymen: In order to qualify the buyer to pay the seller, this clause specifies
the payment types, payment term, payment location, voucher set for payment.
 Shipment / Delivery: Specifies the number of deliveries, delivery time,
delivery location (station, port) to go. (Station, port) to the port through, modes of
delivery and delivery final delivery, notice of delivery, number of notices, time of
notification, message content and some other rules of delivery.
 Force majeure acts of god: This condition stipulates cases in which the
contractual obligations are exempted or postponed.
 Claim: Set the time limit for appeal, the format of the complaint, and the
obligations of the parties when making a complaint.
 Warrant: Specify the warranty period, the warranty location, the content of
the warranty and the responsibility of each party in each warranty content.
 Penalty: Stipulate the cases of fines and indemnities, penalties and
compensation, fine and compensation according to each contract may have
separate articles of fines and compensation or Combined with the articles of
delivery, payment ...
 Arbitration: Arbitration rules: Who is the person who adjudicates, the law
applied to the hearing of the venue of the arbitration commits to comply with the
arbitration and to determine the arbitration costs.

Example: Here are articles of importing cotton fabric

1. NAME OF GOODS
2. QUANTITY
3. QUALITY
4. PACKAGING, SIGNAL CODE
5. UNIT PRICE
6. DELIVERY
7. PAYMENT
8. INSURANCE
9. COMPLAINTS
10. ANY RESISTANCE
11. IMPORTANT
12. OTHER TERMS

Question 4: What is an international joint venture contract? How many

articles does it have? What are they? Give at least real 1-2 examples for
making clear the answer to the question..
An international joint venture (ijv) occurs when two businesses based in two
or more countries form a partnership. A company that wants to
explore international trade without taking on the full responsibilities of cross-
border business transactions has the option of forming a joint venture with a
foreign partner. International investors entering into a joint venture minimize the
risk that comes with an outright acquisition of a business. In international business
development, performing due diligence on the foreign country and the partner
limits the risks involved in such a business transaction
Jvs aid companies to form strategic alliances, which allow them to
gain competitive advantage through access to a partner's resources, including
markets, technologies, capital and people. International joint ventures are viewed
as a practical vehicle for knowledge transfer, such as technology transfer, from
multinational expertise to local companies, and such knowledge transfer can
contribute to the performance improvement of local companies.[1] within ijvs one
or more of the parties is located where the operations of the ijv take place and also
involve a local and foreign company
Joint venture model contracts provide the international business community with
models for two forms of joint venture agreements. The contracts are especially
designed for small and medium-sized enterprises (SMEs) in emerging economies
and developing markets. These model contracts take into account the
particularities of specific business fields, as well as the requirements of civil and
common law legal systems. Both the guidelines and the texts of the model
contracts have been reviewed by international trade law experts from various
professional, cultural and legal backgrounds.
A joint venture may be about the joint performance of a single-activity contract,
or about the organization of long-term cooperation between parties. Model
contracts are already available for short-term single-activity joint ventures, such as
a construction contract. See, for example, the International Federation of
Consulting Engineers' (FIDIC) construction, plant and design build, and
engineering, procurement and construction (EPC) turnkey contracts
at http://www.fidic.org So experts agreed that the need existed mainly for long-
and medium-term joint ventures.

The joint venture model contracts vary with respect to both the objective of the
joint venture and its joint implementation. As a result, two types of joint venture
model contracts have been prepared: the first in view of creating a company; the
second in view of cooperation without creating a company. These are applicable
to different situations: Incorporated joint venture contract and Contractual joint
venture contract

Articles:
 The first problem is: explaining the articles, concepts, definitions used in
the contract. The reason for explaining the concept is that the parties may have
different understandings about the same concept. In particular, subjects with
different nationalities who are trained in different schools are more difficult to
agree and can be complicated when the language is used differently. The status
has just been defined at the beginning of the contract and then it must be added
later.
 The second issue is: Business contents such as export, import,
investment, technology transfer or other fields. These areas are specified as
detailed articles such as price articles,quantity, quality ... and other factors such
as the rate of capital contribution to distribute profits, the duration of operation
of the project and non-refundable transfer amounts.
 The third problem is: Methods of contract performance such as
transportation, construction, maintenance, installation ...
 The fourth problem is: The force majeure conditions such as storms,
floods, drought war, political-cultural-social crisis. These factors are important
factors for the parties to reduce liability as committed:
 The fifth issue: Relates to contract complaints and arbitration dispute
resolution. This is a guarantee for the legality and normality of the contract.
 The sixth problem is: The validity of the contract. This clause specifies
the legal starting and ending time of the contract.
 Seventh overriding problem: These are additional problems. These are
expected issues to arise in the contract during implementation
Example:
1. Interpretation of the contract
2. Business Activities of JVC
3. Establishment of IVC: prerequisite conditions
4. Establishment of JVC: Completion
5. Capital contribution and supplementary capital
6. Leadership and governance
7. Basic Issues
8. Meeting of the General Meeting of Shareholders
9. Additional contributions of the Parties
10. Dividend policy
11. Transfer of shares
12. Privacy
13. Restrictions on the Parties
14. Suspension or termination of contract
15. The priority of the contract
16. Force majeure events
17. Change of circumstances (burden of obligation)
18. Cost
19. No partnership or agency relationship
20. Trust and secondary contracts
21. Notice
22. Contract integrity / adjustments
23. The effect of regulations is invalid or unenforceable
24. Procedures for resolving disputes
25. Applicable law

Question 5. What is an international technological transfer contract? How

many articles does it have? What are they? Give at least real 1-2 examples for
making clear the answer to the question..

As technology and Intellectual Property Rights become increasingly important,

more and more companies expand their international business through
International Technology Transfer Contracts. This contract template covers the
situation where a manufacturer (Licensor) licenses a package of information,
Intellectual Property Rights, technical assistance or know-how to a licensee
company. The licensee can then manufacture and distribute the products in a
defined territory (usually a country) using the licensor’s technology. 

In the most important aspects of the contract (technology, exclusivity, royalties,

termination of the contract, applicable law and competent jurisdiction, etc.)
different alternatives have been provided, for the most appropriate one to be
selected according to who drafts the contract (Licensor or Licensee).

The International Technology Transfer Contract is designed for international

operations in which the Licensor and Licensee are in different countries, but with
slight adjustments can also be used for domestic transactions in which both parties
are located in the same country.

Articles and Example

 Transferable object
 Quality and technology content
 Scope and time limit of transfer
 Location and schedule of transfer
 Technology warranty period
 Technology transfer price and mode of payment
 Scope and degree of confidentiality of the parties
 Technology protection obligations of the assignor and the assignee
 Acceptance of technology transfer results
 Improving transfer technology of the transferee
  Transferee's Commitment on Human Resource Training for
Implementation of Transfer Technology
 Rights and obligations of the parties
 Modification, suspension or cancellation of the contract
 Responsibility for breach of contract
 Law governing contract
 Arbitration
 Implementing provisions

Question 6. What are the common mistakes in writing an international

business contract? Give at least real 7-8 examples for making clear the
answer to the question..
1) Not having a contract at all
A promise is a noble thing. It’s a commitment to do something without any
expectation of reward or payment. And people who keep their promises should be
lauded for their character and integrity. In life, we should seek out those who keep
their promises and appreciate them for who they are and what they do.
In business, however, a promise is not what you want with your business partners.
That’s because a promise is not enforceable under the law. Someone who makes a
promise can change their mind at any time and leave you without any recourse to
move forward with the expectations you had for your business.
Business is at least in part about money. Otherwise, it wouldn’t be business.
Starting a successful business is hard. And no matter how smart and dedicated you
are, there will be moments when you think to yourself, “why am I doing this?”
And while almost entrepreneurs will tell you it’s worth it in the end, almost all
would agree that the challenge is more daunting than they had initially thought.
If you’re going to put in the work, you need to know that your business is
protected if one of the founders leaves. You need to know you can rely on your
vendors and contractors, and if they flake out, you can quickly move on to
someone else. Well-written contracts prepare for life and business uncertainties
and allow the business to move forward regardless. Good contracts don’t distract
from the underlying value of a business, they allow the business to move forward
seamlessly no matter what happens.
Furthermore, putting together a business contract forces the parties to think
through all the relevant issues of a business relationship in a way that many new
entrepreneurs don’t think to do instinctively. That thought exercise strengthens the
business relationship and forces the parties to confront tough issues before it’s at a
mission-critical point in the business.
In this vein, one of the ultimate truisms with startups is that friends and family
make dangerous co-founders and business partners. Often, it’s because they
assume that because of their history, they don’t need to formalize their
relationship. Co-founders who don’t know each other understand the importance
of setting out expectations. Co-founders who do know each other frequently skip
this step. Because of the friendship, the founders frequently avoid the issue to
avoid hurt feelings. And the issue only comes to the surface when it has boiled
over and tensions are beyond repair.
And this is why startup founders who are friends and family have lower success
rates than non-friends and family. And why founders who start off as friends
frequently lose both the business and their friendship.
2) Not considering what constitutes a breach
Okay, so you’ve decided to enter into a business relationship with someone. And
you’ve decided to formalize that relationship. Great! The next step is to think
about what would make you want to end that business relationship.
What if your counterparty doesn’t pay?
What if the company you hired doesn’t deliver the product as expected or is late?
What if the quality isn’t what you’d hoped for?
What if the person ends up being a jerk?
Does thinking about what might go wrong make you a pessimist? Absolutely not!
It makes you practical. Most importantly, by thinking through the worst-case
scenarios at the beginning of your relationship, you lower the probability that the
worst-case scenario will occur. Also, thinking through the worst-case scenarios,
you’ll have a clear process in place for dealing with them. This forces everyone to
be on their best behavior. And it gives you options if things go wrong.
3) Failing to provide for a clear opportunity for termination for each
party
Sometimes, it’s not about you. It’s about me.
Not all business relationships end because someone’s a jerk. As with love and
relationships, sometimes you learn over time that you’re just not right for each
other.
What if you learn, six months after you sign a contract, that a competitor offers a
better product at a lower price?
What if you learn someone else can do a better job?
What if you decide to change your business strategy or pivot and the company
you’re working with is no longer the right fit?
Far too many startup and small business contracts only allow for termination only
in the event of breach. This is very shortsighted. Every business contract should
have a way for both parties to exit the contract – not just because the counterparty
committed some sort of horrible misdeed – but simply because it makes business
sense for them to do so. This is true even if the other party is doing their best to
make the business relationship work. Sometimes it’s time to move on. And in
every business relationship, each party should be have the opportunity to give
their business partners reasonable notice and terminate their relationship, for no
other reason than because it makes business sense.
4) Not thinking about appropriate dispute resolution mechanism given
the size of your business
You know how much it costs to litigate any sort of civil legal dispute to the point
where a judge or a jury makes any sort of actual decision on the facts?
The answer is in the ballpark of $50,000-$100,000. And that’s if you hire a cheap
law firm.
Yet, most business contracts (particularly the ones drawn up by amateurs) fail to
consider the best way to resolve disputes that may arise under the contract. The
whole point of having a contract is to make an agreement that’s enforceable under
the law. But there’s little point in having a contract if the cost to enforce it is
prohibitive for your business.
Most early-stage startups do not have the means to litigate. That means you need
some other way to resolve disputes that you can afford.
My first recommendation for cash-poor businesses is mediation. Mediation is a
voluntary dispute mechanism, where the parties are not usually bound to achieve a
resolution (although mediation agreements, once made, are binding), if they
choose not to do so. But for parties who are willing to negotiate in good faith, this
is often an effective mechanism of resolving a dispute that seemed beyond the
reach of the parties.
The second alternative is arbitration. Arbitration is a relatively low-cost, binding
dispute resolution system where a hired arbitrator hears arguments from both sides
of a dispute and renders a final decision in favor of one of the parties.
Both are imperfect, but so is litigation, and these mechanisms afford the parties
some opportunity to be heard at a price that may be accessible.
5) Picking the wrong venue or no venue at all
As previously mentioned, it’s important to think through which dispute resolution
mechanism you’re going to use if things go bad with a contract. But that’s not the
last step. Each contract should specify not just how you want to resolve your
disputes, but where.
This shouldn’t be too complicated. If you’re in Colorado, you should choose
Colorado as your venue for dispute resolutions.
If you and your counterparty are on the other side of the world, consider allowing
a mechanism for remote or virtual mediation or another means of resolution that
doesn’t require you (or your counterparty) to physically travel to the other side of
the world.
6) No consideration or inaccurate consideration
As we mentioned earlier, the difference between a contract and a promise is that a
contract is enforceable. What’s the thing that separates a contract from a promise?
Consideration: It’s the thing you give in exchange for what you get in a contract.
It doesn’t have to be much, but it has to be something, or there’s no contract.
The scenario where I’ve seen this come up with startups most often is with early
consideration for IP assignment agreements. Each startup must own its own IP.
And each startup founder must receive something in exchange for the IP that
they’re giving to the Company. But in the early stages where a founder might not
be getting paid, it isn’t always clear what this is. Is the founder getting equity?
Then make that the consideration for the IP transferred to the company. But make
sure you do it at the beginning and make sure you write it down.
If the founder isn’t getting paid and he or she isn’t getting equity, well, then you
may have a problem. This is why, from a fairness perspective and from a legal
perspective, you provide some compensation for every person who contributes to
your startup. Because if you don’t, you may not own your startup.
7) Can the contract be assigned?
The most common successful exit for startups is an acquisition from another
company. And if you’re a startup, you need to have this in mind every time you
enter into a contract from the day you start up. When an acquirer looks to acquire,
one of the most important things they’ll consider is whether they’ll retain your
current contracts and business relationships you had prior to acquisition.
Contracts are all over the place in whether they can or cannot be assigned. But
when you’re a startup, if an acquisition is the goal, you’ll want to make explicit
that every contract you enter into can be assigned in the event of a merger, sale, or
purchase of all the assets of the company.
Otherwise, you may find that you were your own worst enemy in negotiating a
potential acquisition of your company.
8) How does this relate to prior/future contracts?
This is probably the simplest of the ten mistakes, but it’s easy enough to get
wrong. If you have other agreements with the same business partner, how does
this relate to the others? If you have only one written agreement, your contract
should say, “this Agreement replaces and supersedes all other agreements between
the parties, whether written or oral,” or something along those lines. This is to
prevent the parties from using emails or other conversations as a mechanism to
undermine anything that’s in the contract.
9) Failing to consider all the issues to negotiate
Negotiations aren’t always a zero-sum game, but many lawyers and entrepreneurs
view them as such. Rather than looking at each contract by dissecting only the few
key terms that are at the forefront of any negotiation, take the time to make a list
of all the variables at play, and explore with counterparties whether value can be
created to both parties’ mutual advantage. This is a creative exercise, but one that
with modest effort can create extraordinary results. Try inverting, twisting, and
playing around with the variables to see if there’s a different way at looking at the
issues that can help everyone at the table.
The first step in any negotiation should be to break out not just the salient
variables, but all variables involved in the negotiation. Put them on the table and
then try to get a sense of what matters most to you and your counterparty. You’ll
never know what you can get from any negotiation until you ask.
10) Forgetting intellectual property or assigning it to the wrong person
or company
For an early-stage startup, more often than not, the only real asset it owns is its
intellectual property. But nearly as often, when you dig down, the ownership of
that intellectual property is less than clear. The reason for this is simple: most
startups eschew formalities in the earliest stages of growth. They’re busy doing
the common lean-startup stuff, such as customer development and interviews,
development of the product, and early marketing and promotion. That’s what a
startup should be doing.
Unfortunately, an early-stage startup that doesn’t own its intellectual property
usually doesn’t own anything. And a company with four part-time founders toiling
away without any written agreements doesn’t own its own intellectual property. If
one of the founders walks away and refuses to assign the work they’ve done after
the fact, you will find yourself at the mercy of that founder in the negotiation. And
if that founder refuses to assign the work they’ve done, guess what? You don’t
own your own company.
If there’s one type of contract you have on day one as a startup, it should be a
contract that memorializes the assignment of IP to the company. And every person
who works on the company should sign it, not just the technical people. This
includes contractors, developers, marketers or anyone else who contributes to
what you do. Make sure you own their work. Or they’ll end up owning your
company.

Question 7: Please write down in full content of the following articles of an

export contract for a given commodity (eg. Vietnam’s garment or other
exporting to the US) as preamble, commodity description, price, quantity,
quality, payment, force majeure, claim and arbitration, validity and general
terms and conditions, etc. (hint; based on the contract gathered)

SALES CONTRACT
No. 007/VNF/20...
Date: 11/10/20…
Between: Name: ELLEN LIMITED
Address: 3/F Causeway Tower 16 – 22 Causeway Road ,Causeway Bay HONGKONG
Tel: xxx Fax: xxx Email: xxx
Telex: 61533 WSGTC HK
Represented by: Mr. XXX
Hereinafter called as the BUYER
And: Name: SAIGON FOOD EXPORT IMPORT COMPANY
Address: 40 Hai Ba Trung Street, HCM City, VIETNAM
Tel: xxx Fax: xxx Email: xxx
Cable address: VINAFOOD SAIGON
Represented by: Mr. YYY
Hereinafter called as the SELLER
It has been mutually agreed to the sale and purchase of rice on the terms and conditions
as follows:
 1. Commodity: Vietnam White Rice 5% Broken
 2. Specification:
 - Broken: 5% max
 - Moisture:
 - Foreign matter:
 - Crop: 20... – 20...
 3. Quantity: 100.000MT more or less 5% at Seller's option
 
4. Price:
Unit Price: USD xxx per Metric Ton FOB Saigon port Ho Chi Minh City, Vietnam
(Incoterm 2010)
Total Amount: xxx USD
In words: US Dollar ……. only
5. Packaging: Rice to be packed in single new jute bags of 50 kgs net each, about 50.6
kgs gross each, hand-sewn at mouth with jute twine thread suitable for rough, handling
and sea transportation. The Seller will supply 0.2% of new jute bags, free of charge, out
of quantity of bags shipped.
6. Shipment and Delivery:
Port of Loading: Saigon Port, Ho Chi Minh City, Vietnam
Port of Discharge: Hongkong Port, Hongkong
Time of shipment: 20 – 25 days after L/C opening date
Loading condition: 800MT per weather working day of 24 consecutive hours, Sundays,
holidays excepted even if used, base on the use of at least four to five normal working
hatches/ holds and all cranes/derricks and winches available in good order, if less than
prorate
Demurrage/ Dispatch: if any, to be as per C/P rate, but maximum of 4,000/2,000 USD
per day or prorate and to be settled directly between Seller and Buyer within 90 days
after B/L date.
Loading term: Lay time to commence at 1PM if N.O.R given before noon and at 8AM
next working day if N.O.R given in the afternoon during office hours, in case of vessel
waiting for berth due to congestion, time commences to count 72 hours after N.O.R
submitted.
7. Inspection and Fumigation:
 a. The certificate of quality, weight and packing issued by Vina Control at loading port
to be final and for Seller's account.
 b. Fumigation to be effected on board the vessel after completion of loading with
expenses to be at Seller's account; but expenses for crew on shore during the fumigation
period including transportation, accommodation and meals at hotel for Ship owner's
account.
 c. Time for fumigation not to count as lay time.
8. Payment:
 a. After signing the contract, the Buyer or the Buyer's nominee (SHYELIAN (HK)
MANUFACTURING CO,. LTD or other nominee) shall telex asking the Seller to open
P.B of 1% of total L/C amount at Vietcombank Ho Chi Minh within two days thereof.
The Seller shall open P.B and inform the Buyer; then, four days after receiving
Vietcombank's confirmation; the Buyer shall open a telegraphic, irrevocable and
confirmed L/C which is in conformity with this contract by an international first class
bank at sight with T.T.R acceptable for 40,000 MT in favor of Vinafood Hanoi through
the Bank of Vietnam. For 60,000 MT the Buyer of Buyer's nominee shall open a
telegraphic, irrevocable and transferable at sight L/C which is in conformity with this
contract with TTR acceptable. In this case, the Seller requests the confirmation of L/C,
the L/C shall be confirmed for Seller's account. In the event that the Buyer fails to open
L/C four days after receiving confirmation from Vietcombank then Seller shall collect
P.B from the Vietcombank and then the contract is automatically canceled. The Seller
will collect the P.B against presentation of shipping documents at Vietcombank
 b. Presentation of the following documents to the bank of Foreign Trade of Vietnam,
payable within 3-5 banking days after receipt of the telex from the Vietcombank
certifying that documents have been checked in conformity with the L/C terms:
 - Full set of "Clean on board" B/L – in three (3) originals marked "Freight to collect"
 - Commercial invoice in three (3) folds
 - Certificates of quality, weight and packing issued by the Vina Control to be final at
loading port in six (6) folds.
 - Certificates of origin issued by Vietnam Chamber of Commerce in six (6) folds.
 - Certificates of fumigation issued by the competent authority of Vietnam in six (6)
folds.
 - Phytosanitary certificate issued by the competent authority of Vietnam in six (6) folds.
 - Cable/ fax/ Telex advertising shipment Particulars within 24 hours after completion of
loading.

9. Force Majeure:
The Force Majeure (exemption) clause of the International Chamber of Commerce (ICC
publication No 421) is hereby incorporated in this contract.
Force Majeure circumstances must be notified by each party to other within 7 days and
confirmed by writing within 10 days together. Beyond this time Force Majeure
circumstances shall not be taken into consideration.
12. Arbitration:
All disputes arising in connection with this contract shall be finally settled by
International Arbitration Center of Vietnam under International Commercial Law. The
place of arbitration shall be the capital of seller’s country. The language of arbitration
shall be in English. The parties agree that any award made in accordance with the
provisions of this clause is final and binding on both of them. Arbitration charge and any
other charges will be borne by the losing party.
13. Other terms:
Any amendment of the terms and conditions of this contract must be agreed by both
sides in writing.
This contract is made in 06 originals in English language, three for each party
This contract is subject to the Buyer's final confirmation by telex (June 18th, 20...
latest). 
Made in Ho Chi Minh City, on 11th October, 20...
 FOR THE SELLER FOR THE BUYER
 Director Managing Director
 (Signed/sealed) (Sealed)
 Nguyen Van Eddy S.Y. Chan

 Question 8: Please write down in full content of the following articles of an

import contract for a given commodity (eg. EU’s bike or other importing to
Vietnam) as preamble, commodity description, price, quantity, quality,
payment, force majeure, claim and arbitration, validity and general terms
and conditions, etc. (BUYING REFRIGERATION DEVICES FROM US)

YARN IMPORT CONTRACT

NO. 2802/2017 / PK
February 28, 2017

Party A (seller): Vardhman Group

Address: Chandigarh - Ludhiana - Punjab - India Phone: + 91-161-2228943-48
Email: [email protected] Represented by Mr. S.P Oswan
Bank account: 883568300 (USD) Bank: South Indian Bank
AND
Party B (buyer): Song Hong Garment Joint Stock Company
Address: 105 Nguyen Duc Thuan - Nam Dinh City - Nam Dinh Province -
Vietnam
Phone: + 84-350-3649365 Represented by Mr. Bui Duc Thinh
Bank account: 19030006318468 (VND))
Bank: Vietcombank Vietcombank, Head Office, Hanoi

The two parties have agreed and agreed on the performance of international
goods trading contracts under the following terms and conditions:
1. NAME OF GOODS: cotton fabric
2. QUANTITY: 50 MT (± 5% tolerance by seller)
3. QUALITY:
- Product name: PPL01
- 100% new models, produced in 2016
- Material: 100% cotton
- Origin: India
- Weaving style: smooth
- Size: 150 cm (59 ”)
- Weight: 109g / m2

4. PACKAGING, SIGNAL CODE:

- Every 50m length of fabric is rolled into a roll of 150cm width
- Each roll is wrapped with nylon PE against steam, moisture
- For every 6 rolls, packed in 01 carton, 120cm wide x 180cm long x 100cm tall
5. UNIT PRICE:
2000USD / MT CIP Noi Bai International Airport INCOTERMS 2010
Total price: 100,000 USD
In words: One hundred thousand US dollars even
6. DELIVERY
- Delivery time is no later than March 20, 2017
- Loading Port: Sahnewal International Airport, India Unloading port: Noi Bai
Airport, Vietnam
- After delivery, within 24 hours, the seller will power or telex to notify the buyer
of the goods, the contract number, quantity, weight, invoice value, aircraft name,
loading port, transport number menu, delivery date.
- Delivery of goods will be carried out according to Incoterms 2010. The rules and
delivery in the agreement between the parties is CIP at the workshop of the Red
River Company.
7. PAYMENT
The payment is made by L / C, irrevocable, immediate payment, payment in US
dollars, opened by the buyer to the seller to enjoy 100% of the contract value. L / C is
opened at Vietcombank Vietcombank in Hanoi, Vietnam.
 
Payment is made if presented to the bank papers
after:
- Air waybill has been confirmed, marked (prepaid freight) 3/3 copies (Clean bill of
lading)
- Commercial invoice 3/3 copies
- 3/3 copy pack
- Quality certificate issued by the seller 3/3 copies
- Certificate of origin issued by the seller 3/3 copies
- Confirmation of the seller advises the carrier level 3/3 copies.

8. INSURANCE
Insurance premiums are borne by the seller under CIP Incoterms 2010 conditions.
9. COMPLAINTS

a. Seller is responsible for and costs incurred for the inspection of goods
before delivery.
b. In case of loss or damage after goods have arrived at the port of delivery,
the buyer has the right to complain to the seller about the volume of goods within
2 months from the date the goods arrived at Saigon port; and complaints about the
quality of goods within 3 months from the date the goods arrive at Saigon Port.
The buyer must lodge a complaint in writing and enclose the goods inspection
record (issued by the VINACONTROL Goods Inspection Office). This
assessment record is considered to be the decision document to resolve the
complaint.
c. Any time the buyer proves that all of the above claims are the seller's
responsibility, the seller must proceed immediately without delay.
10. ANY RESISTANCE

a. The two parties are not responsible for the failure to perform the
contractual obligations in case of Force Majeure. Upon occurrence of Force
Majeure events are beyond the control of the parties, unforeseen events
 
Foreseen and unseen include but not limited to: war, civil war, riot, strike, natural
disaster, fire, damaged factory, government and military intervention. The affected
party will send a notice by Fax (or email) to the other party within 03 days after
the incident occurred. Evidence of Force Majeure will be issued by the competent
authority and sent to the other party within 7 days. Past the above time, Force
Majeure is not considered.
b. In force majeure circumstances, the parties may agree to extend the time
limit for performing contractual obligations; If the parties do not reach an
agreement or cannot reach an agreement, the time limit for performance of
contractual obligations shall be counted for an extra period equal to the time of
occurrence of the Force Majeure event plus the reasonable time to remedy the
consequences. If the period of time is extended over the period specified in the
law applicable to this contract, the affected party will be exempted from
performing contractual obligations.
11. IMPORTANT
a. During the implementation of this contract, if any dispute of both parties
cannot be resolved by negotiation and if the accused is the buyer, this dispute will
be settled by the Vietnam Foreign Trade Arbitration Council. Nam is under the
Vietnam Chamber of Commerce and vice versa.
b. The decision of the Vietnam Foreign Trade Arbitration Council in case the
accused is the purchaser will be considered to be final for both parties.
c. Arbitration fee and other related charges will be borne by the losing party
unless otherwise agreed.
12. OTHER TERMS
a. The contract takes effect from the date of signing.
b. Any changes or adjustments must be made in writing and confirmed by
both parties. Other delivery conditions not mentioned in this contract will be
subject to INCOTERMS 2010.
c. The contract is made into 03 originals in English, each party keeps 01 copy
and 01 copy is sent to the arbitration agency specified in Article 11.

Buyer Seller
Song Hong Joint Stock Company Vardhman Group

Question 9: Please make comparison of international employment contract

and international joint venture contract? Give at least real 7-8 examples for
making clear the answer to the question. Similar points : An international
contract : business agreement of 2 parties from 2 countries with common
articles, such as duration, insurance, official valid date.

International employment contract International joint venture contract

An international employment contract is An international joint venture (ijv)
the legal statement of record and arbiter occurs when two businesses based in
between your business and two or more countries form
your employees in overseas locations. It a partnership. A company that wants to
contains all the key terms and explore international trade without
conditions of the legal agreement taking on the full responsibilities of
between you and your employee. Items cross-border business transactions has
such as salary, benefits, vacation rights, the option of forming a joint
sickness, termination, confidentiality venture with a foreign partner.
requirements, notice period, and other International investors entering into a
important employment conditions are joint venture minimize the risk that
included. comes with an outright acquisition of a
business. In international business
An international employment contract is
development, performing due
subject to the laws and regulations of
diligence on the foreign country and the
the specific country where your
partner limits the risks involved in such
employee is working. As such, it needs a business transaction
to be fully compliant with that country’s
Articles:
employment laws and regulations. For
The different articles of the contract
example, an employee hired in Australia
present various issues related to the
will require an Australian employment
international business activities
contract. In the event of a dispute, the
negotiated by the parties.
labor dispute will typically be handled
 Business contents such as
by local courts or tribunals in-country.
export, import, investment,
technology transfer or other
Articles: fields. These areas are
specified as detailed articles
 Specific working hours such as price articles,
 Methods of contract
 Days of paid vacation
performance such as
 Job title and job description transportation, construction,
maintenance, installation ...
 Place of work  The force majeure conditions
such as storms, floods,
 Collective bargaining agreement drought war, political-
catrgory cultural-social crisis. These
factors are important factors
 Probation period for the parties to reduce
liability as committed:
 Notice period upon contract
 Relates to contract complaints
termination
and arbitration dispute
 Benefits resolution. This is a guarantee
for the legality and normality
 Laws of the contract.
 The validity of the contract.
 Severability This clause specifies the legal
starting and ending time of the
contract.
 These are additional
problems. These are expected
issues to arise in the contract
during implementation
Question 10: Please make comparison of international sale contract and
international joint venture contract? Give at least real 7-8 examples for
making clear the answer to the question

International sale contract International joint venture

contract

Definitio International goods trading An international joint venture

n contract is an agreement occurs when two businesses
between buyers and sellers based in two or more countries
in different countries which form a partnership. A company
stipulates: the seller must that wants to explore international
provide goods, transfer trade without taking on the full
documents related to the responsibilities of cross-border
goods and the ownership. business transactions has the
goods, the buyer must pay option of forming a joint venture
for the goods and receive with a foreign partner.
them International investors entering
into a joint venture minimize the
risk that comes with an outright
acquisition of a business. In
international business
development, performing due
diligence on the foreign country
and the partner limits the risks
involved in such a business
transaction

Basic Names and address of all Contractual Agreement - IJVs are

elements parties involved established by express contracts
Description of business that consist of one or more
agreements involving two or
Clearly defined job position
more individuals or organizations
and role
and that are entered into for a
Company specific specific business purpose.
requirements and/or
Specific Limited Purpose and
protections
Duration - IJVs are formed for a
Length of job and duration specific business objective and
of schedule/work hours can have a limited life span or be
Pay, compensation, & long-term. IJVs are frequently
benefits established for a limited duration
Employee classification Joint Property Interest - Each IJV
category participant contributes property,
Privacy policies cash, or other properties and
Performance requirements organizational capital for the
Tasks & duties pursuit of a common and specific
business purpose.
Terms of relationship
Termination guidelines Common Financial and Intangible
Goals and Objectives - The IJV
Signatures and dates
participants share a common
expectation regarding the nature
and amount of the expected
financial and intangible goals and
objectives of the IJV. The goals
and objectives of an IJV tend to
be narrowly focused, recognizing
that the assets deployed by each
participant represent only a
portion of the overall resource
base
Shared Profits, Losses,
Management, and Control - The
IJV participants share in the
specific and identifiable financial
and intangible profits and losses,
as well as in certain elements and
control of the IJV of the
management