Untitled

similar legend by the disclosing Party before being furnished to the receiving Party or, if disclosed
brally or visualy, identified as confidential at the time of disclosure and confirmed in writing to the
receiving Party within 15 days of such disclosure
"Date of Delivery" means the date on which Asset is upload on board for shippinc
"Board of Destination" NoiBai international Airport
"Laws" means Laws of the Socialist Republic of Vietnam
1.6.
1.7,
1.8.
Article 2
Donation
2.1.
Scope of donation
Pursuant to terms and conditions otf the Agreement, SEC shall give SEV Asset as detailed ir
Appendix I of this Agreement for purpose of research and technology development. The donatior
ot Asset is for implementing Samsung Plan on development and support between members of
Samsung Group
Donated Asset
The donated Asset must be legal and free for transfer to SEV without any legal limitation that mas
oring disadvantages to SEV. including but not limited to intellectual property right infringement
Transfer of Asset
The Asset shall be transferred on basis of free charge and used as SEV's fixed assets and totally
under SEVs possession and disposition after being transferred, unless otherwise stipulated ir
this Agreement.
Delivery of Asset
The Asset shall be transported by SEC or a logistics company nominated by SEC to
Board of Destination. All taxes, fees (if any) and any payable amount to any competent
authorities or any third parties relating to Asset donation., including but not limited tc
Asset transfer, Asset transportation to Board of Destination,shall be borne by SEC
Asset shall be delivered in several times. SEC shall notify SEV about the Date of Delivery
in a proper timein advance for SEV's preparation
SEV shall be responsible for arranging personnel to or support SEC to make Customs
Clearance, receive Asset and transport Asset from Board of Destination to SEV's locatior
Asset Documents
Mll Asset Docurnents shall be provided by SEC to SEV at the time _ the _ ricet first chinment shipment ofAsset ofAsset is
ransferred from SEC to SEV at Board of Destination or a later time but, in all circumstances, ne
later thanFeb 15, 2014
22
2.3.
2.4.
2.5
Article 3
11.69x8.26 in
Asset Installation
3.1.
For supporting SEV in installation and trial operation of Asset, at SEVs request, SEC shall
provide guidelines and/or advices for SEV and/or arrange specialists at SEV's nominated
locations, on basis of free charge
SEC's personnel and any other third parties nominated by SEC shall comply with internal and
security regulations of SEV during the term supporting SEV at SEV's locations.In case of any
damage or loss caused to SEV and/or any other third parties intentionaly or unintentionally by
SEC's personnel or any other third parties appointed by SEC, SEC may, at SEV's discretion
timely compensate for all damages and losses to SEV and/or related third parties
In the case of theft and robbery caused by SEC's personnel or any other third parties appointed
by SEC during the term supporting SEV,SEC shalimmediately implement necessary procedures
for recovering such stolen Asset. In case SEC is unable to recover, SECmay, at SEV's discretion
have to reimburse SEV.
3
2.
3.3.
Article 4
Ownership of Asset
Ownership ot Asset shall be transferred from SEC to SEV from the time Asset is transferred to
SEVs personnel at Board of Destination
SEC shallfully provide SEV with documents for implementing all_ procedures for importing
registering ownership of Asset and any other procedures for operation of Asset (if necessary).
Article5
4.2
Warranty
5.
1.
For supporting SEV's in Asset operation, SEC shall provide SEV with free-charge warranty within
03 (three) years from the date of transter of Ownership of Asset. For avoidance of doubt and
potential dispute, scope of warranty shall be as follows
a .
Providing guidelines and/or advices relating to operation of Asset, including normal
operation and incident mistakes
Arranging personnel for supporting SEV at SEVs locations in case necessary, at SEC'S
discretion
Repairing and/or partly replacing Asset on basis of tree charge in case there is any
defects, except for defects arising trom:
Negligent, improper use, overloaded operation, inadequate maintenance or any
of similar causes
(i).
Change in design or other modification by reasons those are not attributable to
by Party B:
(i-
Norral wear and tear. 
(iv).
Consumable items resulting from normal operating condition
Repairing and/or partly replacing Asset with mutually agreed fees in circumstances
described in item from () to (iv) of point of this Article
At Parties' mutual agreement
Article 6
Indemnification
O
1.
SEC shall defend, indemnify and hold harmless SEVand their respective directors, oficers
employeesfrom and against any and all Claims, liabilities, damages, losses, judgments
authorized settlements , costs and expenses () resulting from, arising out of or in connection with
any actual intellectual property infringement Claims raised by a third-party (including any Claim
alleging that the use and/oroperation of Asset constitutes infringement of such third-party's patent
trademark, copyright, utility right, design right, know-how, how, trade trade secret or other intellectual
property_ right to the extent attributable to SEC, (ii) a breach of any agreement, covenant
epresentation or warranty made by SEC in this Agreement, (iv) in other cases stipulated in this
Agreement
SEV shall defend, indemnify and hold harmless SEC and their respective directors, officers
employees from and against any and all Claims, liabilities, damages, losses, judgments
authorized settlements, costs and expenses (i) resulting from, arising out of or in connectior
withloss of lifie and property due to use and operation of Asset of SEV, (i in other cases
stipulated in this Agreement.
6.
2.
Article 7
Limitation of Liability
In no event shall SEC be liable to SEV or any other parties tor any loss or revenue, loss of actua
br anticipated profits, loss of use of money, loss of opportunity, loss of anticipate savings, loss o
business, Ioss of data, damage to corporate image, reputation or goodwill, or any special, indirect
consequential, or incidental damages arising out of or in connection with wave disturbance or
wave perturbation due to SEV's use and/or operation
Article 8
Confidentiality
Confidentiality
Each Party hereto agrees not to use any Confidential Information of the other Party for any
burpose, other than purpose in accordance with regulations of this Agreement, or disclose any
Confidential Information of the other Party to any third parties for any purpose except as
ptherwise expressly authorized by this Agreement. Each Party hereto shall use the same degree
of care, but no less than reasonable care, to avold disclosure or use of the Confidential
Information of the other Party as such Party employs with respect to its own Confidential
Information of like importance. The receiving Party will limit the disclosure of such Confidentia
information to such employees or employees of its Affliates with a legitimate need to know ir
connection with this Agreement, provided that such employees are informed of the confidentiality
obligations herein and are subject to written confidentiality agreements with confidentiality
obligations no less restrictive as those set forth herein . The receiving Party will be responsible for
any improper disclosure or use of the disclosing Party's Confidential Information by such
receiving Party semployees to whom it discloses such Confidential Information
Exceptions
The obligations of confidentiality set forth in this Agreement shall not apply to any part of
Confidential Information which : (0) is or has become published or otherwise available to the public
other than by a breach ot this Agreement any other duty of confidentiality by the receiving Party
W) rightfully received by the receiving Party from a third party without confidential limitation; (ii
approved in writing for public release by the disclosing Party; (v) known to the receiving Party
prior_to its frst receipt of such Confidential Information from the disclosing Party; or (v
independently Geveloped by the receiving Party without use of or reference to such Confidentia
information. For the purpose of the above exceptions, disclosures which are specific shall not be
Jeemed to be within the foregoing exceptions merely because they are embraced by genera
Jisclosures which fall within one of those exceptions. Additionally, any combination of features
shall not be deemed to be within the foregoing exceptions merely because individual features
thereof.
Public Disclosure
Subject to any requirements of Laws, the Parties agree not to disclose the existence of this
Agreement or any of the contents without the prior express written consent of the other Party-
provided, however, that the Parties may disclose such information to their respective employees
officers, directors, consultants, contractors and professional advisors (collectively. the
Representatives') who strictly need to know such information in connection with the performance
of this Agreement; provided funther that each Party shall be liable for any failure of any of its
Representatives to abide by the confidentiality provisions of this Agreement as it such failure was
the act or omission of such Party. In the event that a Party is required by Laws to disclose any of
such information, such Party shall notify the other Party prompty to permit such other Party to
seek measures to maintain the confidentiality of its Confidential Information; providedthat such
Party shall disclose only that portion of the Confidential Information which such Party is legally
required to disclose
Term of Confidentiality
The provisions of this Article will survive the expiration or termination of this Agreement for 2years
49 x826 in
Article to
Validity and Termination of the Agreement
This Agreement shall come into full force from the signing date. Appendix(s) of this Agreement
shall be inseparable part(s) of the Agreement and binding on both Parties
Any amendment and supplementation to this Agreement can only be made on basis of mutually
agreed in writing by Parties
This Agreement shal terminate under the following circumstances:
P arties fulfil heir obligations under this Agreement, including warranty obligations; or
a b. .
Asset is used with wrong purpose under this Agreement. In this case, Agreement shallbe
unilaterally terminated by SEC, at SEC's discretion; or
c.
At Parties' mutual agreement.
Article 10
Miscellaneous
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Vietnam.
Dispute Resolution
Party_ Consultation. In the event any Party claims breach of this Agreement, the Parties
shall consult with each other in good faith on the most effective means to cure the breach
and to achieve any necessary restitution of its consequences. This consultation shall be
undertaken within a period of thirty (30) days following the receipt of a written request to
consult, and the consultation period shall not exceed forty-five (45) days. During the
consultation period, neither'arbitration nor litigation may not be pursued until attempts at
consultative dispute resolution have been exhausted.
Arbitration All disputes, controversies or Claims between the Parties arising out of or in
connection with this Agreement (including its existence, validity or termination) not
resolved pursuant to Section 10.2(a) shall be finally resolved by arbitration in Hanoi,
Vietnam and by the Vietnam International Arbitration Centre ("VIAC") besides the
Vietnam Chamber of Commerce and Industry in accordance with VIAC's Rules of
Arbitration, using the English language, by one (1) arbitrator, of whom shall be appointed
by both parties jointly or failing which, by the president of VIAC. The arbitral award shall
be final and binding on the Parties. Judgment upon the award rendered in arbitration
may be entered and enforced in any court having jurisdiction. Except to the extent entry
of judgment and any subsequent enforcement may require disclosure, all matters relating
to the arbitration, including the award shall be held in confidence Notwithstanding
anything in this Section 10.2 nothing shall limit either Party's right to initiate any action,
suit or proceeding for infringement of its Intellectual Property Rights or to seek injunctive
relief in any court of competent jurisdiction.
10.3. Entire Agreement
This greement (including Appendix(es), Amendment) constitutes the entire agreement between
the Parties with respect to the subject matter hereof and supersedes all prior agreements,
statements, correspondence, negotiations, discussions, and understandings, written or oral.ln the
event there is a translation of this Agreement or Purchase Order, this English version shall control.
10.4.Severability
It and solely to the extent that any provision of this Agreement shall be invalid or unenforceable,
or shal render this entire Agreement to be invalid or unenforceable, such offending provision
shall be of no effect and shall not affect the validity of the remainder of this Agreement or any of
its provisions; provided, however, the Parties shall use their respective reasonable efforts to
replace the invalid or unenforceable provision in a manner that best accomplishes the original
intentions of the Parties
10.5.Amendment
This Agreement may be amended or supplemented only by a writing that refers specifically to this
Agreement and is signed by duly authorized representatives of both Parties.
10.6. on-Waiver
Failure at any time to require strict performance of any of the provisions of this Agreement shall
not waive or diminish a Party's right thereafter to demand strict compliance therewith or with any
other provision Waiver of any default shal not waive any other default. A Party shall not be
deemed to have waived any rights under this Agreement, unless such waiver is in writing and
signed by a duly authorized representative of the Party making such waiver.
10. 7. C onstruction
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the
event any ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue ot the authorship of any of the provisions of this
Agreement.
10.8. Headings
The title and headings of articles in this Agreement are for convenience of reference only, do not
constitute part of this Agreement, and shall not be deemed to limit or otherwise affect_ this
Agreement's construction or interpretation.
10.9. Expenses
Each of the Parties shall pay the fees and expenses of its respective counsel, accountants and
other experts and shall pay all other expenses incurred y it in connection with the negotiation,
preparation and execution of this Agreement and the consummation of the transactions
contemplated hereby.
10.10. Force Majeure
t shal not be a detault and neither SEV nor SEC shall be liable for a failure to perform hereunder
due to or arising from causes ot events beyond a Party's control and without the fault or
negligence of such Party, including acts of God, wars, riots, embargoes, acts of civil and military
authorities, typhoon, floods, earthquakes, and political turmoil.
1011. Notices
Any notice under this Agreement shall be in writing and shall be sent by a reliable overnight
courier service, return receipt requested; by prepaid registered or certified mail, return receipt
requested; or by facsimile to the other Party at the address below or to such other address for
which such party shall give notice hereunder Such notice shall be deemed to have been given
one (1) day after the date of sending if by overnight courier service, or five (5) days after the date
of sending by registered or certified mail, or upon confirmed receipt if delivered by facsimile.
[ADD ADDRESS AND FACSIMILE NUMBERS FOR EACH PARTY.]
Samsung Electronics Vietnam Co., Ltd.
Samsung Electronics Co., Ltd
Attn:
Attn:
Address: Yen Phong 1 Park, Yen Trung, Yen Address: 416, Maetan-3dong.
Phong, BacNinh provinc
Suwon-city, Gyeonggi-do, Korea
Yeongtong-gu
Fax:
Fax:
10.1 Counterparts
This Agreement shall be made into 04 (four) sets with equal validity, each Party shall keep 02
(two) sets for implementation
IN WITNESS WHEREOF, the Parties to be signed by their duly authorized representatives as of date first
written above