Ref No.

: 0712/2021/LOA/VEGA-SWANMACLAREN

Date: 7th December, 2021

For the attention of: __________________

__________________

SWAN & MACLAREN (HA NOI) JSC.

3rd floor, 134 Mai Anh Tuan, O Cho Dua Ward,
Dong Da District, Hanoi City,
Vietnam

Champarama Resort & Spa Project at Bai Tien, Duong De, Vinh Hoa, Nha Trang City,
Khanh Hoa Province, Vietnam - Letter of Award

Dear Sir,

Vega City Joint Stock Company (the “Employer”) is developing the Champarama Resort & Spa
Project at Bai Tien, Duong De, Vinh Hoa Ward, Nha Trang City, Khanh Hoa Province in Vietnam
(the “Project”), we are pleased to confirm that the Employer award the Contracts for Conceptual
architecture design and Schematic architecture design for TT5 Beach Club of the Project to SWAN
& MACLAREN (HA NOI) JOINT STOCK COMPANY a company organized and existing under
the laws of Vietnam at 3rd floor, 134 Mai Anh Tuan, O Cho Dua Ward, Dong Da District, Hanoi
City, Vietnam (the “Consultant”) with the following terms and conditions.

1 Contract Sum
The estimated Contracts Sum is 926,800,000 VND (Nine hundred and twenty-six million, eight
hundred thousand dong), the detailed as below:
2 Scope of works
2.1. The scope of work includes two (2) phases with the following schedule:
- Concept Design: 4 weeks for design + 1 week for revision
- Schematic Design: 6 weeks for design + 1 week for revision
Project schedule excludes the review time by owner and authorities; Project schedule to be
applied on working days of the week (not calendar days). The commencement date is 07th,
2021 and after kick-off meeting, receiving via email the Letter of Award approved by the
Employer. The Advance Payment/ Mobilization fee shall be wired transfer within 2 weeks
since the Employer receiving the Contract hard copies.
2.2. Number of renderings:
Eight (8) renderings. The distribuition and positions of renderings views will be discussed
and agreed between both parties.
2.3. Number of trips: One (01) Trip are included in the total fee.
Scope of work will be detailed in Conceptual architecture design and Schematic architecture
design for TT5 Beach Club Contract for the Project (“the Contract”) signed between the
Employer and the Consultant.

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3 Payment Schedule

TT5 BEACH CLUB

No Payment Schedule %
(vnd)
1 Mobilization fee 10% 92,680,000
DESIGN PHASE
2 Conceptual Design Phase 30% 278,040,000
- Submission: 40% 12% 111,216,000
- Approval: 60% 18% 166,824,000
3 Schematic Design Phase 60% 556,080,000
- Submission: 40% 24% 222,432,000
- Approval: 60% 36% 333,648,000
Total 100% 926,800,000

3.1 The Parties shall enter into and execute a formal Conceptual architecture design and
Schematic architecture design for TT5 Beach Club for the Project (“the Contract”) in
accordance with the terms and conditions of this Letter of Award and others terms and
conditions to be discussed and agreed by the Parties.
3.2 The Parties shall exert utmost endeavors to agree to detailed terms and conditions of the
Main Contract and strive to enter into the Contract.
3.3 Until the Contract is executed, the LOA, the Consultant’s confirmation of acceptance
hereof shall be binding on both Parties. All works performed by the Contractor under the
LOA, prior to execution of the Contract, shall be covered by the terms and conditions of
the Contract unless otherwise covered by those of the LOA.
4 Applicable Taxes
4.1 The Consultant shall take responsibility for paying taxes in Vietnam territory.
4.2 Valued Added Tax is included in the fee. The Consultant take responsible to pay such VAT
to the local Tax Authorities.
5 Language of the Contract
5.1 Language for the Contract shall be in bilingual in English and Vietnamese, in which the
Vietnam language shall prevail in case there are discrepancies.
6 Confidential information
7.1 To acknowledge that during and after the effective period hereof, The Consultant shall
keep confidential the confidential information ("Confidential Information") of the
Employer. Without the Employer's written consent, The Consultant, therefore, shall not
disclose any Confidential Information to any third party, either directly or indirectly, and
in any circumstance, except for the following cases:
For the purpose of this Article, Confidential Information includes, but is not limited to, the
provisions hereof and/or the information, data, and written records created in relation to or
out of the performance of this Contract, and the information, data, and written records
provided by the Employer to the Consultant in any form for the performance of this

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 Contract. Confidential Information also includes the information in relation to business
secrets, technical know-hows, trade secrets, knowledge, and other information about or for
the Employer's financial marketing and business.
The Confidentiality Obligation shall not apply if the Confidential Information:
- has been made known to the public by the Employer;
- is provided by the Consultant to the Consultant's employees, financial consultants,
legal advisors, or contractors for the purpose of fulfillment of The Consultant's
obligations hereunder provided that the Consultant shall ensure that such parties also
fulfill the Confidentiality Obligation and the Consultant shall be responsible for any
failure of such parties to comply with the Confidentiality Obligation;
- is ordered to be disclosed by a competent authority or any competent court which
has the authority to settle matters in relation to the Consultant.
The Consultant agrees that any violation to the Confidentiality Obligation may cause
unrecoverable damage to the Employer and therefore, the Employer, at its discretion, may
seek protection and require The Consultant to compensate for all damage in an amount not
lower than the Contract Value.
7.2 Notwithstanding Article 7.1, The Consultant agrees and undertakes to comply with Non-
Disclosure Agreement attached herewith. The Non-Disclosure Agreement shall continue
to be in full force and effect and survive the termination or expiration of this Letter of
Award and/or any Contract.
8 Dispute Resolution
8.1 This Letter of Award shall be interpreted and governed by the laws of Vietnam. Any
dispute between the Parties arising out of or in connection with this Letter of Award
shall be finally settled by arbitration under the Rules of Vietnam International
Arbitration Center (VIAC) for the time being in force by three (03) arbitrators appointed
in accordance with the said Rules.
8.2 The place of the arbitration shall be Vietnam and the language shall be Vietnam.

Yours Faithfully
For and on behalf of
Vega City Joint Stock Company

Name: Do Tuan Anh

Designation: Vice President
Date:

ACKNOWLEDGEMENT

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I, undersigned, hereby declare that I am duly authorized to act and sign on behalf of the Consultant
and herewith acknowledge receipt of the above Letter of Award and hereby confirm our acceptance
of the terms and conditions set out herein and enclosed.

SWAN & MACLAREN (HA NOI) JOINT STOCK COMPANY

Name: __________________
Designation: __________________
Date: