MEMORANDUM OF UNDERSTANDING

No.:

Between

JOINT VENTURE VIETSOVPETRO

And

___
 MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (hereinafter referred to as the “MOU”) is made

and entered into this …. July, 2024 (hereinafter referred to as the “Effective Date”) by
and between:
1. JOINT VENTURE VIETSOVPETRO, a company incorporated in Vietnam
and having its registered address at 105 Le Loi Street, Thang Nhi Ward, Vung
Tau City, Ba Ria – Vung Tau Province, Vietnam (hereinafter referred to as
“Vietsovpetro”); and
2. _____, a company incorporated in _____ and having its registered address at
_____, _____ (hereinafter referred to as “_____”).
Vietsovpetro, _____ are hereinafter individually referred to as a “Party” and
collectively as the “Parties”.

WITNESSETH

WHEREAS, ___ is an experienced contractor for supply and fabrication of WTG

foundation and Substation in the offshore windfarm business.

WHEREAS, Vietsovpetro is the biggest operator and an experienced contractor in

Vietnam for oil & gas industry and windfarm business.

WHEREAS, ___ and Vietsovpetro recognize the value of collaboration and wish to
work closely together in identifying and pursuing potential business opportunities that
mutually benefit both Parties in areas of offshore windfarm business and green energy
business (the “Area of Collaboration”).

NOW, THEREFORE, the Parties agree as follows:

1. Purpose of MOU
The purpose of this MOU is to build on working relationship and to
collaboratively explore and undertake a variety of potential business
opportunities in the Area of Collaboration and is to outline how _____ and
Vietsovpetro will work together to maximize mutual benefit and interest in the
Area of Collaboration.
2. Non-Binding
This MOU is not intended by the Parties to be legally binding. Any binding
obligations will be the subject of later, definitive agreements negotiated between
the Parties. Nothing in this MOU is intended to create a legal partnership or joint
venture or is intended to create any new academic programs.
3. Scope of Collaboration
The Parties will collaboratively work together to explore and pursue potential
business opportunities which would mutually benefit both Parties in the
following sectors:
(a) Fabrication and manufacturing of sub-structure of offshore wind farm in
APAC market; and
(b) Development and manufacture of equipment for the offshore windfarm.
4. Costs and Expenses
Each Party shall bear its own costs and expenses with respect to all collaboration
and activities relating to the subject matter of this MOU.
5. Notices
A notice given to a Party under or in connection with this MOU shall be in
writing and sent to the Party at the address or email address given in this MOU or
as otherwise notified in writing to other Party.
_____
Tel: _____
Fax: _____
For attention of : _____
Email: _____
C/c: _____
E-mail: _____
JOINT VENTURE VIETSOVPETRO
105 Le Loi, Thang Nhi Ward, Vung Tau City, Ba Ria - Vung tau, Vietnam
Tel: +84 254 3839 871
Fax: +84 254 3839 857
For attention of : _____
Email: _____
C/c: _____
 E-mail: _____
This 4sets out the delivery methods for sending a notice to a Party under this
MOU and, for each delivery method, the date and time when the notice is
deemed to have been received (provided that all other requirements of this clause
have been satisfied, and subject to the provision of this section):
a) if delivered by hand, at the time the notice is left at the address; or
b) if sent by email, at the time of arrival.
If a notice is deemed received outside business hours in the place of receipt, it
shall be deferred until business hours resume. In this section, ‘business hours’
means 7.00 AM to 5.00 PM Monday to Friday on a day that is not a public
holiday in the place of receipt.
6. Confidentiality
Both Parties hereby acknowledge that any oral or written exchange and
information (the fact or the substance of their negotiations, documents, data, …)
between Parties shall be deemed confidential. During the Term of this MOU, the
Parties agree to use reasonable efforts to avoid public disclosure of confidential
information. Each Party also agrees not to use such information for any purpose
other than the performance of this MOU. Notwithstanding the foregoing and any
other terms and conditions herein, should a Party be required by law to disclose
any information pertaining to this MOU, it shall give prior notice to the other
Party and shall discuss in good faith the content of the information to be released.
The Parties agree that notwithstanding termination or expiry of this MOU, the
obligation to keep confidential in this Clause shall be valid until 03 years after
the termination of this MOU.
7. Term
This MOU commences on the Effective Date and shall continue until twenty-four
(24) months unless earlier terminated in accordance with the terms of this MOU.
Notwithstanding the foregoing, Sections 6 and 10 shall survive the termination of
this MOU.
8. Termination
Either Party may terminate this MOU immediately by written notice to the other
Party if:
a) a Party is in material breach of the terms and conditions and/or its
obligations/liabilities under this MOU; or
b) a Party has committed an act of bankruptcy or become bankrupt or
insolvent or makes a composition with creditors or a winding up order of
any kind is made; or
 c) a Party provides a written notice, thirty (30) days in advance, for its
unilateral termination of the MOU to the other Parties.
Following termination of this MOU, all rights, obligations, and responsibilities of
the Parties under this MOU shall cease with immediate effect, except for
provisions that, by their nature, should survive termination.
9. Indemnity
In the event of any breach of the terms and conditions outlined in this MOU by
either Party, the breaching Party agrees to indemnify, defend, and hold the non-
breaching Party harmless from any and all claims, losses, damages, liabilities,
costs, and expenses (including reasonable attorney's fees) arising from or related
to such breach.
Notwithstanding the foregoing, neither Party shall be liable to the other Party for
any indirect or consequential loss or like damages, nor for loss of profits or loss
of contracts or business, whether direct or indirect, howsoever arising out of or
incurred in connection with this MOU regardless of cause of such loss or
damages.
10. Governing Law and Arbitration
This MOU shall be governed by the laws of Singapore. Any dispute, controversy
or claim arising out of or relating to this MOU, or its breach, termination or
validity thereof, which is not settled by the Parties within (30) days after written
notice thereof is given by one Party to the other, shall be exclusively and finally
be settled under the Rules of Singapore International Arbitration Centre (“SIAC
Rules”) by three (3) arbitrators appointed in accordance with the SIAC Rules.
Seat of arbitration shall be Singapore. The language to be used in the arbitration
procedure shall be English.
11. Assignment
Neither Party shall assign this MOU to any third party without the prior written
consent of the other Party.
12. Severability
In the event that any part (including any sub-clause or part thereof) of this MOU
shall be void or unenforceable by reason of any applicable law, it shall be deleted
and the remaining parts of this MOU shall continue in full force and effect.
13. Amendments
No amendment of this MOU shall be valid unless it is in writing and duly
executed by or on behalf of all of the Parties.
14. Counterparts
 This MOU may be executed in two (2) identical counterparts, each of which shall
be deemed an original, but both of which together shall constitute one and the
same instrument.
15. Electronic Signatures
The Parties acknowledge and agree that this MOU may be executed by electronic
signature, which shall be considered as an original signature for all purposes and
shall have the same force and effect as an original signature. Without limitation,
“electronic signature” shall mean electronically scanned and transmitted versions
(e.g., via pdf) of an original signature.

Authorised signature(s) of Authorised signature(s) of

_____ JOINT VENTURE VIETSOVPETRO

Name: Name:
Title: Title:
Date: Date: