THE Social republic of vietnam

Independence – Freedom – Happiness

⎯⎯⎯⎯⎯⎯⎯⎯⎯⎯⎯⎯

CONTRACT
No.: 22/2010/H§/TVXD

SUPPLY SUPERVISION CONSULTANT SERVICE OF CONSTRUCTION,

EQUIPMENTS INSTALLATION AND SHOP DRAWING APPRAISAL OF
ITEMS IN THE construction investment PROJECT of NATIONAL
ASSEMBLY HOUSE

Hanoi, December 29th, 2010

 TABLE OF CONTENTS

I. Authorities .......................................................................................................................... 3 
II. PROVISIONS AND CONDITIONS OF THE CONTRACT ................................................... 4 
ARTICLE 1. DEFINITIONS ......................................................................................................... 5 
Article 2. contract documents ................................................................................... 6 
ARTICLE 3. Contents and SCOPE of WORKS OF the Contract ........................... 6 
Article 4. Modification of scope of works .......................................................... 13 
ARTICLE 5. Requirements of quality of works ................................................... 13 
ARTICLE 6. Acceptance of completed works ...................................................... 13 
ARTICLE 7. Schedule of the Contract ...................................................................... 14 
ARTICLE 8. CONTRACT PRICE, ADVANCED PAYMENT, AND PAYMENT................... 14 
ARTICLE 9. Contact Price modification................................................................... 16 
ARTICLE 10. Rights and obligations of party A .................................................. 16 
ARTICLE 11. the rights and obligations of party b.......................................... 17 
ARTICLE 12. sub-contractor .......................................................................................... 20 
ARTICLE 13. B Party’s manpower ................................................................................. 20 
ARTICLE 14. suspension and termination ............................................................... 21 
ARTICLE 15. Indemnities And Responsibility .......................................................... 22 
ARTICLE 16. COPYRIGHT AND RIGHT TO USE THE MATERIALS ................................. 23 
ARTICLE 17. CONFIDENTIAL ................................................................................................. 23 
ARTICLE 18. Froce majeure .............................................................................................. 23 
ARTICLE 20. claim and dispute settlement ........................................................... 24 
ARTICLE 21. Contact Final paymemt, contract liquidation ....................... 25 
ARTICLE 22. Generel provision...................................................................................... 25 
and Appendixes

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I. Authorities

- Civil Law No.33/2005/QH11;

- Construction Law No.16/2003/QH11;
- Procurement Law No.61/2005/QH11;
- Law No.38/2009/QH12 on amending and supplementing a number of articles
of the laws concerning capital construction investment;
- Decree No.85/2009/ND-CP dated on 15/10/2009 of the Government guiding
the bidding law and the selection of construction contractors under the
construction law;
- Decree No.209/2004/N§-CP dated on 16/12/2004 of the Government on
quality management of construction works;
- Decree No.49/2008/ND-CP dated on 18/04/2008, amending and
supplementing a number of articles of the Government's Decree No.
209/2004/ND-CP;
- Decree No.12/2009/ND-CP dated on 12/02/2009, on management of
investment projects on the construction of works; Decree No. 83/2009/ND-CP
dated on 15/10/2009, amending and supplementing a number of Articles of
the Government's Decree No. 12/2009/ND-CP;
- Decree No.112/2009/ND-CP dated on 14/12/2009 of the Government on
management of work construction investment expenses;
- Decree No.48/2010/ND-CP dated on 07/5/2010 of the Government on
contracts in construction activities;
- Decision No.957/QD-BXD dated on 29/9/2009 of Ministry of Construction
announced on cost of service project management and investment
consultancy construction;
- Decision No.1591/Q§-TTg dated on 09/10/2009 of Prime Minister on
approval of Construction Investment Project of National Assembly House;
- Report No.08/TB-VPCP dated on 12/1/2010 of Government Office on
announcement of Deputy Prime Minister Hoang Trung Hai’s opinions in the
meeting of Steering Committee of National Assembly House construction;
- Document No.855/TTg-KTN dated on 25/5/2010 of Prime Minister on
procurement plan of the Construction Investment Project of National
Assembly House;
- Document No.1352/BXD-KHTC dated on 20/7/2010 of Ministry of
Construction on selection of the bidding appointment of Package TV-06 in
the Construction Investment Project of National Assembly House;
- Decision No.1065/Q§-BXD dated on 08/12/2010 of Ministry of Construction
on approval of cost estimation of Supervision Consultant service of
construction, equipments installation of all items in the project; shop drawing
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 appraisal of items in the Construction Investment Project of National
Assembly House;
- Request For Proposal of Package TV-06: “Supervision Consultant of
construction, equipments installation of all items in the project; shop drawing
appraisal of items in the project” in the Construction Investment Project of
National Assembly House approved by Project Management Board through
Decision No.77/Q§-BQLDA dated on 23/07/2010;
- Proposal of Package TV-06: “Supervision Consultant of construction,
equipments installation of all items in the project; shop drawing appraisal of
items in the project” in the Construction Investment Project of National
Assembly House established by Consultant and Inspection Joint Stock
Company of Construction Technology and Equipments – CONINCO on
14/12/2010;
- Negotiation Minute on proposals of the Contractor No.22/2010/BB§P dated
on 20/12/2010 between Project Management Board and CONINCO about
Package TV-06: “Supervision Consultant of construction, equipments
installation of all items in the project; shop drawing appraisal of items in the
project” in the Construction Investment Project of National Assembly House;
- Decision No.1158/Q§-BXD dated on 29/12/2010 of Ministry of Construction
on approval of procurement assignment result of Package TV-06:
“Supervision Consultant of construction, equipments installation of all items
in the project; shop drawing appraisal of items in the project” under
Construction Investment Project of National Assembly House.
II. PROVISIONS AND CONDITIONS OF THE CONTRACT
Today is December 29th, 2010. At the Office of the Project Management
Board of Construction Investment Project of National Assembly House and Ba
Dinh Square (new), No.1 Le Hong Phong Street, Ba Dinh, Ha Noi, we are
representatives for contracting parties, includes:
1. Employer (Party A): Project Management Board of Construction
Investment Project of National Assembly House and Ba Dinh Square (new)
- Representative : Mr.NguyÔn TiÕn Thµnh Title: Director
- Address : No.1 Le Hong Phong Street, Ba Dinh, Ha Noi
- Telephone : (04) 3.7281.530 Fax: (04) 3.7281.529
- Account number : 8211.1.7082309 at Exchange Department of State Treasury.
- Tax code : 0101446182
- Established according to Decision No. 926/Q§-BXD dated on 15/07/2002 of
Minister of Ministry of Construction.
2. Contractor (Party B): Consultant and Inspection Joint Stock Company of
Construction Technology and Equipments – CONINCO

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- Representative : Mr.NguyÔn V¨n C«ng Title: Chairman of the board/
General Director
- Address : No.4 Ton That Tung Street, Trung Tu, Dong Da, Ha Noi
- Telephone : (04) 38.523.706 Fax: (04) 35.741.231
- Email : conincohn@coninco.com.vn
- Account number : 1400201028690 at Vietnam Bank for Agriculture and Rural
Development (Agribank) – Lang Ha Branch.
- Tax code : 010 010 6169
- Established according to Decision No.1770/Q§ -BXD dated on 22/12/2006 of
Minister of Ministry of Construction.
- Trade Registration Number: 0103015582, first registered on 24/01/2007, first
changed on 07/4/2008.

Two Parties agree to sign the Contract of supplying Supervision Consultant

Service of construction, equipment installation all the items in the project; shop
drawing appraisal of items in the Construction Investment Project of National
Assembly House with following contents:
ARTICLE 1. DEFINITIONS
In this Contract, includes Appendixes, the following words and expressions
are construed as follows:
1.1. “Contract” means the agreement between an Employer and a Contractor,
in the form of a written agreement, signed by two parties, includes
Appendixes and enclosed documents.
1.2. “Contract price” means the total of all sums which negotiated by an
Employer and a Contractor in accordance with the Contract.
1.3. “Owner” means Ministry of Construction.
1.4. “Project Management Board” or “Employer” or “Party A” is the Project
Management Board of Construction Investment Project of National
Assembly House and Ba Dinh Square (new).
1.5. “Supervision Consultant” or “Contractor” or “Party B” is Consultant and
Inspection Joint Stock Company of Construction Technology and
Equipments – CONINCO, supply Supervision Consultant Service of
construction, equipmentss installation all the items in the project; shop
drawing appraisal of items in the Construction Investment Project of
Assembly House.
1.6. “Other Consultants” means other professional Consultants differ from
the Consultant selected by the Project Management Board for any
works of the project.

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 1.7. “Construction and Installation Contractors” means Contractors selected
by Project Management Board to construct and finish work items in the
project.
1.8. “Suppliers” means Suppliers selected by the Project Management Board
to supply all or part of materials, equipments … for the work items in
the project.
1.9. “Subcontractors” means contractors selected by Construction and
Installation Contractors and Supliers to carry out some construction
works and finalizations of the items in the project, and approved by the
Project Management Board.
1.10. “Project” means the Construction Investment Project of National
Assembly House.
1.11. “Party” means the Project Management Board of Construction
Investment Project of National Assembly House and Ba Dinh Square
(new) or Supervision Consultant depended on the context.
1.12. “Day” means solar days, is calculated continuously included holidays
and weekdays.
1.13. “Force Majeure” is defined in Article 18 [Force Majeure].
1.14. “Law” means all the Law system of the Social republic of Vietnam and
all related guiding documents.
1.15. “Works” means services carried out by Party B according to Article 3
[Contents and Works Quantity of the Contract].
Article 2. contract documents
Contract documents comprise the Contract and enclosed documents. Enclosed
documents are inseperable parts of the Construction Contract.
Parts of the Contract and the legal priority of the documents shall be as
follows:
1. The decision on approval of the procurement assignment result;
2. The Contract (includes enclosed Appendixes);
3. The negotiation minute on proposals of the Contractor;
4. The Request Document and additional documents of the Request
Document (if there is);
5. The Proposal and clarity documents of the Proposal of the selected
Contractor (if there is) ;
6. Other enclosed documents (if there is).
ARTICLE 3. Contents and WORKS VOLUME OF the Contract
Contents and Works volume of the Contract implemented by Party B are
interpreted but not limited in following works:

6
3.1. Carry out shop drawing appraisal of the items in the project. The appraisal
contents must comply with current regulations and must be expressed fully in
the Report of Appraisal. The Report of Appraisal is in Vietnamese and
English.
3.2. Carry out supervision work of the construction, equipments supply and
installation for the items in the project of National Assembly House (except
the boundary wall and the bored piles); Underground parking with capacity
about 500 cars and about 50 cars for Senior Leaders; Tunnel connect from
National Assembly House and existing office of Ministry of Foreign Affair;
Maintenance of Bac Son Street, Doc Lap Street, Hoang Van Thu Street;
Garden yard, internal road and some other auxiliary items in the Construction
Investment Project of National Assembly House (include supervision of all
works carried out by Construction Contractors, Suppliers according to the
Contract between the Project Management Board and Construction and
Installation Contractors, Supliers). Supervise during the warranty process of
the project.
Scope of work is interpreted but not limited in following Works:
3.2.1. Preliminary construction period:
- Set up a quality management system suitable to requirements of the
project;
- Inspect and report to the Project Management Board on construction
conditions of Construction and Installation Contractors and Suppliers;
- Inspect and report to the Project Management Board on capacity of
Construction and Installation Contractors through Proposal/Bidding
Document and the Construction Contract, includes:
+ Inspect the human resources, construction equipments moved to the
site by the Construction and Installation Contractors;
+ Inspect the quality management system of the Construction
Contractors;
+ Inspect the licences of the machines, equipments, materials together
with safety requirements for the construction.
+ Inspect the laboratory and producers of materials, elements,
constructional products support to the construction of the
Construction and Installation Contractors.
- Inspect and have comments; together with the Project Management
Board give approval to the materials, equipments submitted by the
Construction and Installation Contractors, Suppliers before construction.
- Inspect and accept, supervise the quality of materials, equipments used
in the site by the Construction Contractors, Suppliers with respect to
requirements of the design, includes:

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 + Inspect the Quality Certificates of the Producers, test results of the
Laboratories, which admitted by authority Government agencies, for
materials, elements, construction productions, equipmentss before
brought to the project; ensure the design requirements; suitable with
materials, equipmentss approved by the Project Management Board.
+ In case there is any suspicious of the test results of quality of
materials, equipmentss carried out by the Construction and
Installation Contractors, Suppliers, the Supervision Consultant report
to the Project Management Board to inspect directly the materials,
equipmentss brought in the construction site.
- Inspect and report to the Project Management Board on the condition,
measures to ensure labour safety, safety of adjacent works and
sanitation, prevention of fire and explosion during construction the
works under the project.
3.2.2. Construction and Installation period:
- Evaluate and control processes, plans, construction methods statement,
measures for quality assurance, quality management systems of
Construction Contractors, Suppliers, and propose to replace or modify
the measures made by Construction and Installation Contractors,
Suppliers (if necessary);
- Supervise and speed up the Construction and Installation Contractors,
Suppliers to implement a quality management system of the project and
regulations of the State;
- Inspect, supervise the geodetic monitoring system for the Project of the
Construction and Installation Contractors, Suppliers such as:
coordinates, elevations, control networks, monitoring systems ...;
- Management of the construction plan;
- Inspect the suitability of the construction equipmentss and manpower
of Construction and Installation Contractors, Suppliers compare to
Proposals/Bidding Document and the signed Contract with the Project
Management Board, such as:
+ Inspect, ensure that the equipments and machines submitted by
Construction and Installation Contractors, Suppliers before the
construction must be tested by an authority agency (for machines
and equipmentss need to be tested);
+ Inspect the manpower arrangement of the Construction and
Installation Contractors, Suppliers for the construction works such as:
certificates of technical workers, the arrangement of technical staff,
field superintendent ...
- Inspect, together with the Project Management Board approve and carry
out supervision of construction organization method, construction

8
 method statement for each work, production drawings, shop drawing
submitted by the Construction and Installation Contractors, Suppliers
ensure the design requirements and the signed Contract. For
construction method statement, construction organization method,
production drawings, shop drawings of the Construction and Installation
Contractors are not suitable then the Supervision Consultant must
request the Construction and Installation Contractors, Suppliers to
modify or propose alternative measures to provide a basis for the
Construction and Installation Contractors; Supervise the implementation
of the construction method statement, construction organization
method, production drawings, shop drawings of the Construction and
Installation Contractors, Suppliers compared to approved methods,
drawings;
- Inspect the certificates, quality of materials, components,
constructional products and the test results in the Laboratories admitted
by authority Government agencies as shown in the Contract or accepted
by the Project Management Board submitted by the Construction and
Installation Contractors, Suppliers before used for the Project, in details:
+ Only accept using in the Project for materials, components,
constructional products with quality assurance and in accordance
with the requirements of the Project, the signed Contract with the
Project Management Board;
+ The materials, components, constructional products used in the
Project must have clear origin, manufacturer's certificate and must
be tested in laboratories admitted by authority Government agencies
as shown in the signed Contract;
+ Maintain regularly and continuously the supervision and quality
control method of materials, components, constructional products
brought into the Projects, ensure they meet the technical
requirements.
- Inspect and report to the Project Management Unit on production
processes of sample products and pre-fabricated products;
- Inspect origin of the equipmentss, manufacturer's certificate, quality of
equipments, submitted documents related to the equipmentss (such as
technical manuals, test certificates issued by organizations eligible to
perform testing ...) in accordance with current regulations; Accept
according to the design requirements and current codes, specifications
and standards applied to the project before permission of installation;
- If necessary, the Supervision Consultant will inspect the laboratories
used by the Construction prodcuts Contractors, Suppliers to test
materials, components used for the project;

9
- Participate in the supervision of testing of materials, components,
products and equipments;
- Regularly and methodically inspect and supervise the Construction and
Installation Contractors, Suppliers when they perform their work at the
site such as: mason work, installation of components, equipments in the
project to ensure that they comply with the design requirements,
current codes, standards and law regulations. Inspection results must be
recorded in the supervision record of the Project Management Board or
inspection report as prescribed;
- Inspect, accept mason work, installation of components, equipments,
parts and construction works in accordance with design requirements,
specification, standards and current law regulations on quality
management of construction works;
- Inspect, supervise and certify work content, construction and
installation volume, materials and equipmentss supply of the
Construction and Installation Contractor, Suppliers.
- If there is any work not included in the approved design, cost
estimation of the project then the Supervision Consultant, the Project
Management Board and the Construction and Installation Contractor
must consider and handle;
- Review, inspect the progress of construction and installation,
equipmentss supply for parts, items of the Project prepared by the
Contractor on the basis of the progress shown in the signed
Construction and Installation Contract, Supply Contract, in accordance
with the approved schedule of the Project;
- Inspect and speed up the construction and installation, materials and
equipmentss supply of the Construction and Installation Contractors,
Suppliers to ensure the approved detail progress;
- Report the daily, weekly, monthly or irregularly progress according to
the request of Project Management Board included overall status of the
project, the detail volume and quality of each work, problems and
propose counter measures;
- Gather, inspect the documents support for acceptance of construction,
part of the project, construction period, acceptance for completion of
each item and the construction works;
- Speed up the preparation of as-built drawings, payment and final
payment documents according to current law regulations;
- Inspect and verify as-built drawings, quantity payment and final
payment documents (verify on each page) according to the signed
Contract and current law regulations;

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 - Manage, inspect and gather documents of the project according to list
of as-built document specified in TVXDVN 371:2006 "Acceptance of
constructional quality of building works”, hand over to the Project
Management Board after completion of all work (included computer
files);
- When finding the construction equipments, manpower arrangement,
materials, components, constructional products, processing equipments
brought into the construction do not match the design requirements,
signed Contracts then the Supervision Consultant Contractor have a
right to:
+ Request the Construction and Installation Contractors, Suppliers to
comply with the design requirements, contract signed with the
Project Management Board and current law regulations;
+ Make a minute and request the Construction and Installation
Contractors, Suppliers to stop the work until the Contractor comply
with the provisions of the signed contract, in case the contractor does
not obey, the Supervision Consultant report to the Project
Management Board to penalize the breach of contract of the
Construction and Installation Contractors, Suppliers;
+ Refuse acceptance of construction and installation work, the stages
of construction and installation, equipments testing when not ensure
the requirements in the contract signed with the Project Management
Board. The refusal of acceptance of the Supervision Consultant must
be made in writing and send to the Project Management Board and
the Contractor, clearly stating the reasons for refusal of acceptance;
- Propose measures to handle the defects discovered during construction;
- Inspect, review the design to promptly report, recommend the Project
Management Unit to have adjustment alternate or request the Design
Consultant to adjust the errors, contradictions and irrationalities in the
design if there is.
- Coordinate with the Project Management Board to organize re-
inspection the quality of parts, items of construction work and the
construction works when there is suspicious about the quality;
- Coordinate with the Project Management Board and other related units
to solve problems arising during the construction.
3.2.3. Completion, acceptance for unit, item of the construction work:
- Inspect, gather the maintenance document, operating and maintenance
procedure for items, equipments in the construction work.
- Gather, inspect acceptance documents and legal documents.

11
 - Supervise the testing process, compare and evaluate technical and
quality criteria of each and the whole system during the test with the
design requirements and standards.
- Accept and verify the monodynamic test, inter-dynamic test of all the
Project; report the detail and conclusion on the test, errors occur during
the monodynamic test, inter-dynamic test, propose counter measures.
- Prepare reports on the entire process of construction and installation of
parts, items when completed, clearly stating achieved and not achieved
points of the quality, progress and propose necessary measures during
the warranty, maintenance and use of the construction work.
3.2.4. Operation training process:
- Inspect, supervise the training process of the Construction and
Installation Contractors, Suppliers.
- Report to the Project Management Board on operation training process.
- Collect estimates of staff ability after the operation training.
- Inspect, review the User Guide, maintenance manuals submitted by the
Construction Contractors, Suppliers.
3.2.5. Warranty period:
- Supervise the warranty implementation of the Construction and
Installation Contractors, Suppliers during warranty period of the Project.
3.2.6. Labour safety at the construction site:
- Review, inspect documents about labour safety, safety measures
prepared by the Contractor.
- Regularly inspect, supervise the safety labour work at the construction
site, safety measures of the Contractor during construction, supply and
installation of the equipments and running test of the Project. If there is
any violation of labour safety then the construction must be stopped,
report immediately to the Project Management Board.
3.2.7. Environment and sanitation work:
- Review, inspect documents about measure to ensure environment and
sanitation prepared by the Contractor.
- Supervise, inspect the Contractor to ensure implementation of
environment and sanitation measure in accordance with the approval
during construction, supply and installation of the equipmentss and
running test of the Project.
- Supervise, inspect the measure to minimize influence on environment
according to regulations.
The adjustment of the work volume of the Contract shall comply with the
provisions of Article 4 [Modification of scope of works].

12
Article 4. Modification of scope of works
Scope of works in the Contract is modified in following cases:
4.1. During the implementation of the Contract, if there is any request of the
authority agency then scope of works will not be supervision work of the
construction, equipments supply and installation for the items: Underground
parking with capacity about 500 cars and about 50 cars for Senior Leaders;
Tunnel connect from National Assembly House and existing office of
Ministry of Foreign Affair; Maintenance of Bac Son street, Doc Lap street,
Hoang Van Thu street.
Then, scope of works will be all the works according to the product of the
Design Consultant of the National Assembly House (the design product of
gmp International GmbH – Inros Lackner AG Joint venture according to the
Contract No.02/2009/HD/TVXD signed on 26/02/2009 regarding Supply
construction investment Consultant Service and design for the project of
National Assembly House).
4.2. In case there is any works implemented by the Supervision Consultant not
included in the signed Contract, two parties will calculate, negotiate and Party
A will report to the Owner for consideration. Base on approval of the Owner,
two parties will sign an additional Appendix for the Contract.
ARTICLE 5. Requirements of quality of works
5.1. Implement the supervision work of construction, supply and installation of
equipmentss for all works in the Project according to requirements of design,
applied codes and standards, ensure that all works in the Project are high
quality, sufficient and accurate quantity, in schedule, safety, environmental
sanitation and prevention of fire, explosion.
5.2. Report of shop drawing appraisal carried out by Party B and transfered to
Party A must satisfy the requirements of regulations in Decrees of
Government on management of investment projects on the construction of
works, quality management of construction works, management of work
construction investment expenses; comply with current Law, sub-law
documents, rules, guides, regulations of Vietnam and design standards,
design codes.
Document submitted by Party B includes: 09 printed sets in Vietnamese and
English and 02 sets of computer files (in *.pdf, *.doc/*.exl format and written
in CD/DVDs)
ARTICLE 6. Acceptance of completed works
6.1. After completion and acceptance of part, period, work of the construction in
the Project and Party B submit to Party A a report of the supervision work; the
supervision work meets the quality requirements at Article 5 [Requirements
of quality of works], Party A and Party B do acceptance work of supervision

13
 of construction and equipments supply and installation for each part, period,
work of the construction.
6.2. After Party B finish the report of shop drawing appraisal result of each work
in the Project and submit to Party A, the report meets the quality requirements
at Article 5 [Requirements of quality of works], Party A and Party B do
acceptance of the report of shop drawing appraisal result.
6.3. An acceptance minute includes following contents:
- Content of the work need to be accepted;
- Base of the acceptance;
- Time of the acceptance for completed works;
- Personel participated in acceptance, personel sign the acceptance minute;
- Estimation of the accepted work.
- Other contents (if there is).
ARTICLE 7. Schedule of the Contract
7.1. Commencement date: at validation date of the Contract.
7.2. Implementation time of the Contract: from validation date of the Contract to
completion, handing over and bring into use date of the project (about 24
months in prospective) add 24 months of the project warranty time.
7.3. The report of shop drawing appraisal result must be completed not later than
10 days from receiving day of the design of each part, work of the
construction in the Project to verify according to request of the Project
Management Board.
ARTICLE 8. CONTRACT PRICE, ADVANCED PAYMENT, AND PAYMENT
8.1. Contract price:
Form of the Contract: Constructional Consultant Contract, Contract price is
lum sump.
Contract price is calculated according to Appendix [Detail of Contract price]
with the amount of money is: 59.576.347.000 VND (In words: Fifty nine billion, five
hundred and seventy six million, three hundred and forty seven thousand VND),
includes 3% reduction of cost. In which:
- National Assembly House item: 53.230.166.000 VND.
- Items: underground parking; tunnel connect from National Assembly
House to existing office of Ministry of Foreign Affair; maintenance of Bac
Son Street, Doc Lap Street, Hoang Van Thu Street: 6.346.181.000 VND.
Contract price will be modified according to Article 9 [Change and modify
the contract price].
Contract price is included cost to implement all work mentioned at Article 3
[Contents and Scope of works of the Contract] and Article 11 [Rights and

14
obligations of Party B] and provisions that Party B must implement according to
this Contract.
Value of Final payment of the Contract is in accordance with the Final
payment approved by the authority agency.
Contract price is included:
- Labour cost of experts; cost of materials, machines support quality
inspection and supervision work of construction; management cost; other
cost; cost for insurance of professional responsibility; estimated taxable
income and VAT, personal income tax, other taxes and expenses …
related to the Contract.
- Necessary cost for complete document after meetings, reports;
- Cost for field observation, travel when participated in acceptance process
stages in the construction site and acceptance, handing over;
- Cost for purchase reference documents support for Consultant works, …
8.2. Advanced payment and payment:
8.2.1. Advanced payment:
Party A will pay in advance to Party B 50% of Contract price right after
validation of the Contract and Party A receive the proposal of advanced payment of
Party B.
8.2.2. Payment:
The detail payment schedule as follows:

Payback
Payment
value of
value (%
Advanced
No. Content of
payment (%
Contract
of Contract
price)
price)
1st time: After completion of foundation,
1 10% 5%
basement of National Assembly House
2nd time: After completion of
2 superstructure, roof structure of National 35% 15%
Assembly House
3rd time: After completion of finishing
work in National Assembly House,
3 35% 30%
completion of shop drawing appraisal
items in the Project
4th time: After completion of supply and
4 installation of equipmentss, interior; 15%
completion of acceptance, handing over
15
 and bring the into use all items in the
Project.
All the
5th time: After the Final payment
remain
certificate of the Contract signed by
value
Parties (specified in Section 21.1 [Final
according
5 payment of the]) and two Parties sign in
to value of
the Contract liquidation (specified in
the
Section 21.2 [Liquidation of the
Contract
Contract])
liquidation
8.3. Payment documents included:
- Payment request document, clearly stating the amount of requested
payment.
- Report on supervision work in accordance with payment stage accepted by
Party A according to Article 6 [Acceptance of completed work].
8.4. Payment method: Transfer.
8.5. Payment currency: VN§.
ARTICLE 9. Contact Price modification
The contract price will be adjusted in the following cases:
9.1. Contract Price adjusted by:
- Modification the workload in the Contract under ARTICLE 4
[Modification the scope of work];
- The price of contract part on verifying the shop drawings of the items
belonging to the project will be adjusted while changing policies and
norms of the State unit may be applied according to the legal document
due to changes in the cost of the technical design appraisal of items
belonging to the project.
9.2. Arised costs will be agreed between Party A and Party B, be approved by the
competent authorities. The calculation of the arised costs will be based on the
foundation of contract price calculation in Appendix [Full Contract Price],
and agreement on contract price adjustment;
9.3. The payment of arised cost shall be made if only an agreement between Party
A and Party B on arised cost is approved by the competent authority.
ARTICLE 10. Rights and obligations of party A
10.1. Rights of party A:
10.1.1. Ownership and use of all technical information, drawings, specifications,
calculation results, shop drawings verifying result and other documents
relating to the Contracts composed by Party B, but copyrights to the

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 materials and products supplied to Party B under this Contract belongs to
Party B;
10.1.2. Refusing to accept the report of to shop –drawing appraisal results
which are not qualified under the Contract;
10.1.3. Check the quality of the work of Party B, but not impede the normal
operation of Party B;
10.1.4. Other rights prescribed by law.
10.2. Obligations of Party A:
10.2.1. Provide information on job requirements, records and documents relating
to the supervision of construction, supply and installation of equipments
and review the shop-drawing; Party A will provide Party B a (01) copies
of all documents relating to the design, signed contracts with contractors
and suppliers.
10.2.2. Informed of the duties and powers of the supervisor of construction for
the related parties to coordinate implementation;
10.2.3. Settlement proposals of party B under the jurisdiction of Party B during
the performance of the Contract shall not exceed seven (07) working
days from the date receiving the recommendations of the contractor;
10.2.4. Payment to the contractor under the payment schedule agreed in the
Contract;
10.2.5. Party A shall appoint staff to work with Party B;
10.2.6. Other obligations as prescribed by law.
ARTICLE 11. the rights and obligations of party b
11.1. Rights of party B:
11.1.1. Require the party A to provide information, records and documents
relating to the monitoring of construction, supplying and installating of
equipments and verifying the shop-drawings;
11.1.2. Propose to changes conditions of provide monitoring consutantcy
services, appraisal for the benefit of the Party A or detecting the factors
affecting consultanted product quality;
11.1.3. Refuse to perform unreasonable work outside of contract and unlawful
demands of the Party A;
11.1.4. Other rights prescribed by law.
11.2. Obligations of party B:
11.2.1. Implementation correctly and sufficently all of content and workload of
the Work in the Contract, is indicated but unlimited in the Work
redulated in the ARTICLE 3 [Content and scope of works of the
Contract] and the other provision of this Contact;

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11.2.2. The party B ensure that all work done by the party B with guarentee
quality standard and conforting with the Contract requirements and
complying with regulations, technical standards, procedures, technical
rules regulated by the State;
11.2.3. Compose the outline of the monitoring implementation, appraisal of shop
drawings and submit to Party A for approval. However, the approval of
Party A does not reduce the responsibility of Party B in the performance
of his obligations under the Contract;
11.2.4. Party B shall ensure the supervision of construction works in order to
complete schedule, correct design, quality assurance, safety,
environmental sanitation and fire prevention.
11.2.5. Party B shall implement and take full responsibility before the investor,
the project management board and law for his job. All services provided
by Party B under this Contract shall be performed by architects, engineers
and other professionals with sufficent capability, experience and
qualifications prescribed by law responsible with design requirements
and project requirements. Party B will always be fully informed and
timely all informations related to the performance of the Contract for
Party A
11.2.6. Inspection, supervision and certification of job content, the volume of
construction, supply material and equipments for construction
contractors, suppliers. Fully responsible for the accuracy of the Work,
construction volunme, provided material volume, equipments under their
supervision and certification;
11.2.7. Party B is responsible for regular management, monitoring and
supervision the construction contractors, suppliers to ensure the
implementation proposal schedule, ensuring quality and safety of the
construction, project items and packages.
11.2.8. Party B shall complete the schedule stipulated in ARTICLE7 [Progress of
the contract] without requiring any arised costs.
11.2.9. Participate in site or briefing meetings organized and convened during by
Party A in the period of construction works;
11.2.10. Prepare and submit the report of monitoring the construction items
belonging to the project weekly, monthly, quarterly, annual and other
reports as prescribed to party A;
11.2.11. Have the responsibility to present and defend their viewpoints on the
content examination in the browser meeting to the compentent authority
organized by Party A;
11.2.12. Party B shall provide records and documens for meetings, reporting,
evaluation ... with the numbers complying with the request of Party A;

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11.2.13. All final product delivered to Party A shall be ensure quality, consistent
with the contract, have sufficent legal evident accepted by Party A;
11.2.14. Promptly notified by written document to Party A on such insufficent
information and documents to complete the Work;
11.2.15. Keep confidential information relating to design, cost estimates of
projects provided by Party A and the results of appraisal done by
themselves;
11.2.16. Upon request of Party A, Party B will send competent and capable
representatives of to solve the problems at any time determined by Party
A (including holidays) until completing the Work;
11.2.17. Party B shall comply with the direction and guidance of Party A, except
that the instructions or requests contrary to law and unreliable;
11.2.18. Party B shall protect the interests and legitimate rights of Party A in the
process of implementing their work;
11.2.19. Party B shall have the responsibility to appoint a employee who have
efficent capability and qualification Those employee together with A
Party shall prove and protect the accuracy and completeness of the
documents regarding to the examination work, the volume and quality of
itemsbelonging to the projects under their supervision and certification
before the relevant agencies at any time when Party A is required without
additional cost;
11.2.20. Party B shall take full responsibility before the Party A of transactions,
job performance and payment and final payment under the Contract with
Party A;
11.2.21. Indemnify damages to the parties concerned if the damage caused by the
fault of of themselves according to law;
11.2.22. Take Responsibility of management, preservation and use of all materials
and equipments or other assets by Party A to equip (if any) efficiently and
on proper purposes, and shall reimburse the party A afer completion of
contractual obligations in good operating condition.
11.2.23. Is responsible for regular and continuous monitoring work, in necessary
situation Party B have responsibilities of employee supplemention or
manpower hours corespondent with the work requirements without
extra cost;
11.2.24. Party B shall respond by written document the requests or proposal of the
party involved Work within 03 working days from receiving such request
or proposal;
11.2.25. Within 7 working days, Party B shall check and certify the amount of
work completed, records of payment for construction contractors,
suppliers from the date of receiving the full dossier from the contractor ;

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11.2.26. In the case of the payment document of contractor and supplier is
insufficient as required, within 2 working days, Party B shall notify in
written document to the contractor on the items missing.
11.2.27. Party B shall arrange transportation, accommodation while working far
from their offices;
11.2.28. Party B shall take full responsibility before the Party A of transactions,
job performance and payment and final payment under the Contract with
Party A, shall compose and submit to Party A the acceptance record in
accordance with the regulation ;
11.2.29. Responsible for signing contracts with supervision sub-contractors that
have sufficent capacity and experience in accordance with the provisions
of current law, take the entire responsibility for the selection of
supervision subcontractors.
11.2.30. Party B must purchase professional liability insurance to ensure
compensation for all risks, losses occur in the course of the work done
under contract and in accordance with the provisions of current law;
11.2.31. Shall pay all taxes according to law;
11.2.32. Other obligations as prescribed by law.
ARTICLE 12. sub-contractor
12.1. For subcontractors unlisted in the Contract, the Party B shall submit a list
and record the capacity and experience of subcontractors as well as the
scope of work that contractors will undertake to the party A to consider for
approval before signing the subcontracts Contact
12.2. The Contractor shall take full responsibility of quality, schedule and errors
of sub-contractor.
12.3. The Party B shall commit to pay in full and on time the costs for sub-
contractors under the provisions of the subcontracts Contact.
ARTICLE 13. B Party’s manpower
13.1. The party B will arrange and allocate their human resources and capacity
needed as the list has been listed in the proposal document of the Party B to
serve his work. Party B shall take responsibility before the party A and
lawfor all activities his staff execute.
13.2. Party B's manpower must be eligible capacity, certificates, qualifications,
skills and experience suitable with the requited work.
13.3. The Party B's key personnel to perform assigned work during the necessary
period to achieve the project's progress. The Party B will not change any of
their employees without the consent of the Party A and must nominate
another employee possess the same or more capacity and experience
compare with replaced employee.

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13.4. If Party A party request to replace staff, B party have to arrange staff within
14 days from date party A’s approval…The party A may request the party B
to replace any employee if the employee is believed to be poor management
or incompetent, negligent. Then the Party B shall promptly send the CV of
replacement employee to the Party A within 7 days after receiving the Party
A’s request. If the Party A require to replace employee, within 14 days after
the Party A’s approval of replacement employee, Party B must arrange
substitute.
In case of labour replacement, the party B shall ensure that services are not
disrupted by this change.
13.5. Manpower of the Party B is entitled to in accordance with the provisions of
the Vietnam Labor Code and the cost of those mode paid by the Party B;
ARTICLE 14. suspension and termination
14.1. Suspension and termination by party A
- If the Contractor fails to carry out any obligation under the Contract, the
Engineer may by notice require the Contractor to delay and make good the
failure and to remedy it within aspecified reasonable time.
- The party A shall be entitled to terminate the Contact at any time if party B:
+ Abandons the Works or otherwise plainly demonstrates the intention not
to continue performance of his obligations under the Contract;
+ Without reasonable excuse fails to proceed with the Work in accordance
with ARTICLE 7 [Time for Completion];
+ Assigns the Contract without party A’s agreement;
The party A’s election to terminate the Contract shall not prejudice any other
the rights of the Employer under the Contact
- The party A shall be entitled to terminate the Contact, at any time for party
A’s convenience according to authotities, by giving notice of such
termination to the party B. The terminatiom shall take effect 7 days after the
later of dates on which the party B receives this notice. The party A shall not
terminate the Contact under this Sub-ARTICLE in order to execute the Work
himself or arrange for the Works to be executed by another consultant.
14.2. Termination by the party B
The party B shall be entitled to terminate the Contact within 14 days after
giving notice to the party A if:
- The party A fails to make any payment which is due to the party B under the
Contact and not belong to disputive object under ARTICLE 20[ Claim and
Disputive Settlement] within 60 days afer receiving party B’s written notice of
over due payment.

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- The party A could not continue to execute essential part of work no less than
60 days due to force majeure.
14.3. Payment after Termination :
- After notice of termination, the party B shall return the document
implemented by himself at terminate time to the party A.
- After termination, the party A shall continue to execute the Work or arrange
another party to execute. The party A can use any document completed by the
party B
- No later than 15 days after a notice of termination, the party A and B would
discuss to agree and determine the value of the Works, the party B’s
Documennts under the Contact. Within 21 days afer determining the Contact
price from termination, the party A shall make such payment for the party B.
ARTICLE 15. Indemnities And Responsibility
15.1. The party B shall indemnify the party A when the Work’s quality
uncomplying the agreement in the Contact or prolong the completion time
due to the fault of the party B.
15.2. The party B shall indemnify totally the real surmount expense and hold
harmless the party A, and their staffs, against and from all claims, damage,
losses and expenses ( including legal fees and expenses) in respect of:
Damage of any property that:
(a) arises out by the fault of the party B
(b) is attributable to the lack of responsibility, wilful act or breach of the
Contact by the party B, the party B’s staffs or Personnel employed
directly or indirectly by the party B
15.3. The indemnite responsipility of the party B complied ARTICLE 15.2 above
is equal to total real surmount expense regulated in Section 3 Article 35
Chapter VIII Decree No 209/2004/N§-CP 16th December 2004 on quality
management od construction works:
"Overcome the problem"
- The problem have to be determined the exactly reason to thoroughly
overcome
- Organizations and individuals causing the problem works shall
compensate for all damages and expenses for overcome the problem
Depending on the seriousness of their violations, be handled according
to law.
- In case of construction problems caused by force majeure, the Owner
or insurance agencies for construction work bought insurance bear the
cost of troubleshooting

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ARTICLE 16. COPYRIGHT AND RIGHT TO USE THE MATERIALS
16.1. The party A is free to use the materials made by Party B to cater for the
work mentioned in the Contract without the party B’s permission.
16.2. The party B shall commit that the products made by the Party B and provide
Party A does not violate copyright or intellectual property rights of any other
third party.
16.3. Party A will not be responsible or any consequences from the claim that any
products or materials made by Party B and provide Party A under the
Contract in violation of copyright or intellectual property rights of an
individual or any other third party.
ARTICLE 17. CONFIDENTIAL
Except duties required by the Party A, the Party B does not disclose any
other third party on their work or any information relating to the project
without the written consent of the Party A.
ARTICLE 18. Froce majeure
18.1. "Force Majeure" means objective events and is beyond A Party’s control
such as earthquakes, hurricanes, floods, cyclones, tsunamis, landslides, fire,
or war potential war and other unpredictable disasters ... or the requirements
of the competent State authorities of Vietnam in accordance with law.
18.2. If one of the parties are in the situation of force majeure, can not continue to
perform all or part of the Work under the Contract within 14 days after the
incident, the affected party must notify the other Party in the report writing
detail the entire incident of force majeure circumstances.
18.3. The one party fails to fulfill its obligations due to force majeure event will
not be the basis for the other Party to terminate the Contract.
18.4. If force majeure occur that any attempt by a party or parties do not bring
results and are forced to stop work at any certaint time. Party notified shall
send notice of termination to the other Party and the termination will take
effect within 7 days after the other party receiving the notice. The two
parties will jointly negotiate about the Contract performance.
ARTICLE 19. The penalization of contract violation
19.1. If the Party B violate the quality of the review, the Party A shall consider to
fine 2% of the contract price part violated the quality without counting on
surmount expense mentioned in ARTICLE 15 [Indemnities and
responsibilities limitation].
19.2. Except the reason of force majeure events, if the Party B fails to perform as
scheduled as the request of the Party A, the Party A will consider to fine the
Party B due to fault of delaying delivery the report of reviewing results.
19.3. The total penalty shall not exceed 12% of the contract price violated.

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ARTICLE 20. claim and dispute settlement
20.1. Claim during contract performance:
20.1.1. When one party detects the other improper performance or failure to
perform obligations under the contract, they may request the other party
to comply with the contract signed. When it is detected the other party
may claim about this content.
20.1.2. When a party claim the other party, they must present the specific
evidence to clarify the contents of the claim.
20.1.3. Within 30 days after detection of inappropriate content with the signed
contract, the detecting party must immediately notify the other party
regarding those contents and then claim about those. Apart from this
period of time, if neither parties can appeal, the parties must comply with
the agreements signed.
20.1.4. Within 30 days of receipt of the complaint, the party receiving the
complaint must present the evidence of the contents that suppose claimt
of the other party is not in accordance with the signed contract, if the
Evidence is unconvincing and unreasonable, they must agree with the
claim of the other party. Apart from this period of time if the party
receiving the claim have no opinion about this, it is supposed they have
approved the contents of the claim of the other party.
20.1.5. The claims of each party must be sent to the correct address or
information exchange address that the parties agreed in the Contract.
20.2. Dispute Settlement:
20.2.1. The parties have responsibility of negotiation and settlement base on the
Contract signed. When no agreement is reached between the parties, the
dispute settlement is done through conciliation, arbitration or court in
accordance with the law.
20.2.2. When parties in the Contract agree to settle contract disputes through
conciliation, the agency or organization can reconcile the parties
mentioned in the Contract or determined after a dispute occurs.
20.2.3. Where a party does not agree the conclusion of conciliation, they may
request arbitration or the courts for settlement; procedures for settling
disputes by arbitration or court proceedings be conducted in accordance
with the law.
20.2.4. Time limits for arbitration or the statutes of limitations on court dispute
settlement construction contract is two years from the date of the rights
and legitimate interests of parties violated.
20.2.5. Invalid contract, termination does not affect the validity of the provisions
concerning dispute settlement.

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ARTICLE 21. Contact Final paymemt, contract liquidation
21.1. Contract Final payment:
Within 30 days after acceptance by Party A to complete the entire contents of
works to be carried out under contract, including work arising (if any), the
Party B shall submit final payment document to the Party A .
21.2. Contract Liquidation:

Once the parties fulfill their obligations under the Contract and after the
contact final payment specified in Sub-ARTICLE 21.1 [Contract Final
Payment] by the authorities for approval, within 30 days, the parties conduct
the settlement and termination of contract as well as all other related duties.
ARTICLE 22. Generel provision
22.1. The two Parties undertake to comply with the articles specified in this
Contract.
22.2. This contract is made in 10 copies have the same legal value, Party A shall
hold 06 copies, Party B will keep the 04.
22.3. The contract takes effect after its signing./.

PARTY A’s representative PARTY B’s representative

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