CHAPTER I

CHAPTER III

During the course of investing in Vietnam, the capital and other lawful assets of Foreign Investors shall not be requisitioned or confiscated through administrative measures, [and] Enterprises With Foreign Capital Investment shall not be nationalized.

The State of the Socialist Republic of Vietnam protects the industrial property rights, and guarantees the legal interests, of Foreign Investors in technology transfer activities in Vietnam.

1. In the event that a change in the provisions of Vietnamese law causes harm to the interests of an Enterprise With Foreign Capital Investment and the parties to a Business Co-operation Contract, the Enterprise With Foreign Capital Investment and the parties to the Business Co-operation Contract continue to enjoy the preferences stipulated in [their] Investment License and this Law, or are entitled to an appropriate solution [taken] by the State in accordance with the following measures:

2. New regulations providing for more preferences which are promulgated after an Investment License has been issued will apply to Enterprises With Foreign Capital Investment [and] parties to Business Co-operation Contracts.

Foreign Investors investing in Vietnam may remit abroad:

1. The profits earned from business operations;
2. The payments for provision of technology or services;
3. The principal of and interest on offshore loans [incurred] in the course of operation;
4. The invested capital; [and]
5. Other sums of money and assets in their lawful ownership²³ .

Disputes between the parties to a Business Co-operation Contract or between the parties to a joint venture, as well as disputes between Enterprises With Foreign Capital Investment and the parties to Business Co-operation Contracts and Vietnamese enterprises must first be resolved through negotiation [and] conciliation.

In the event that the parties can not reconcile, then the dispute shall be referred to an arbitration organization or a Vietnamese court for resolution in accordance with Vietnamese law.

With respect to disputes between the parties participating in a Joint Venture Enterprise or a Business Co-operation Contract, the parties may agree in the contract on the selection of another arbitration body to resolve the dispute.

Disputes between parties which arise from a Build-Operate-Transfer Contract, Build-Transfer-Operate Contract [or] Build-Transfer Contract shall be resolved in accordance with the method agreed upon by the parties as stated in the [relevant] Contract.

NOTES:

21. Guarantee: The Vietnamese expression "ñaûm baûo" used here and elsewhere in the original Vietnamese text of this

* Law is capable of being construed or literally translated as "guarantee", "ensure" or "secure".

22. Appropriate: The original Vietnamese term is "thoûa ñaùng", which may also be loosely translated as "satisfactory".

23. In their lawful ownership: The Vietnamese phrase literally reads "...belong to their lawful ownership rights".