Article 2: Rights and obligations of Party A

1.      Rights:

1.1.           To manage, supervise the services of domain name registration and renewal of Party B.

1.2.           To suspend, withdraw domain name that violates the prohibitions articles in the regulations on Internet resources management and electronic information on the Internet of Vietnam

1.3.           To consider, terminate the contract in case that Party B does not comply fully the contents agreed between the parties in this contract

2.      Obligations:

2.1.           To guide Party B the basic knowledge the related policies in order to inform domain name registrant; and to inform Party B immediately any changes in policies on fees and the management of Internet resources

2.2.           To setup necessary technical condition and provide account to enable online access and registration; to provide Party B the Web interface in for Party B’ online submission of  domain name registration to national domain name database managed by VNNIC by .....

2.3.           To update valid domain name registration submitted by Party B into Whois database; put the domain name in the list of the latest issued domain names within 02 working hours, or within 02 working hours of the next working days if the registration is made outside working hours or in public holiday.

2.4.           To pay commission according to regulation in the attach appendix 01.

2.5.           To cooperate with Party B to handle the dispute or complaint relating to domain name.

Article 3: Rights and obligations of Party B

1.      Rights:

1.1.           To receive domain name registration from individual, organization living or operating out side of the territory of Vietnam. Not to be allowed to receive the registration of individual, organization living or operating within the territory of Vietnam as well as domain names under “.gov.vn”.

1.2.           To have full rights to and perform active role in the activities of domain name development and maintenance including: issuing, suspending, withdrawing, changing information and changing registrar for the domain name managed by Party B; and take full responsibility for such activities.

1.3.           To use name and Logo of VNNIC for promotion purposes of Party B

2.      Obligations:

2.1.           To fully comply with regulations on Internet resources management of Vietnam; to take responsibilities for the implementation of domain name management requirement promulgated by VNNIC; to provide VNNIC accurate information of domain name holder upon request; to withdraw domain name provided with incorrect information

2.2.           To propagate the following information to domain name registrant and withdraw the domain name violating the cases:

-        It is strictly prohibited to use .VN domain name for purposes of opposing the State of Vietnam, disturbing security, economy, social order and safety, undermining the nation's fine tradition and custom, infringing upon the legitimate rights and interests of organizations and individuals and illegally obstructing the operations of the national domain name system (DNS).

-        A registered domain name must not include words infringing upon national interests or unsuitable to social ethics, national lifestyle or culture or similarly confusing to the name of political parties and government organizations.

2.3.           To carry out zone transfer of all .VN domain name records managed by Party B to Domain name system (DNS) of VNNIC

2.4.           To manage and use the accounts of online access provided by VNNIC for the right purposes, not to take any actions harming the safety, security and operation of VNNIC’s systems.

2.5.           To cooperate with domain name holder to handle dispute or complaint during the registration of domain name or changing registrars for the domain name managed by Party B.

2.6.           To ensure the minimum number of ....... new .VN domain names registered per calendar year...

2.7.           In case of termination of the contract, Party B shall takes following duties:

a.      Forty five (45) days before the termination of the Contract, Party B shall notify all relating .VN holders about the termination and request them to change the domain name to other Registrar or the domain name shall expire itself if no adequate actions have been taken by relating parties.

-        In case of changing to other registrar, Party B shall be responsible for supporting and guiding the holder procedures of changing Registrar.

-        In case that the domain name holder does not change registrar, Party B must notify the holder about the fact that the domain name shall be automatically changed to any other registrar or the domain name shall expire itself.

b.       Party B shall be responsible to follow the changing registrar of all .VN and handle any arising issues until those domain names have been transferred to a registrar or expire.

c.      In case of failure to take full duties mentioned above before the termination, VNNIC shall reserve the rights to use of the deposit and commission which is payable to Party B for handling all relating issues.

Article 4. Deposit

1.      Party B must pay minimum deposit of five thousand (5.000) US Dollars into VNNIC’s account for deducting timely all fees required for a domain name. During the providing of domain name services, this amount of money will be deducted to a low limit but not less than one thousand (1.000) USD, and Party B must top up the initial amount . When the credit balance reaches the low limit, Party B will be responsible for making up for such deduction to initial amount

2.      The money as the deposit will be converted to Vietnam Dong according to exchange rate announced by Vietnam Commercial Bank (Vietcombank) at the time the money received at VNNIC’s acocunt.

3.      When the credit balance of the deposit reaches the low limit of 1000 USD, VNNIC will inform Party B.

Article 5: Commission and Payment:

Party B shall be paid commission based on the number of registered and maintained  domain names as follows:

1.      The commission is paid to Party B  according to stipulation in the attached Appendix 01 and shall be from Vietnam Dong to USD with the exchange rate announced by Vietcombank at the time of payment

2.      Method of payment: Account transfer.      

3.      Documentations:

R     Commission confirmation between the two parties.

R     Invoice issued by Party B

4.      Every six months, on the first working day of January and July, VNNIC shall cooperate with Party B to commence commission payment procedure according to the agreed commission rate. Time frame for the payment as follows:

-       Within 10 working days since the scheduled date of commission payment, the Parties will collate and confirm the payment with each other.

-        Within the next 10 working days, the Parties will complete the payment procedure.

Article 6. General terms:

1.     Authority. Each Party represents and warrants to the other Party that it has the right and power to enter into and fully perform this Contract and to make the commitments herein and to perform fully its obligations hereunder; Each party will not take any action that may cause harm to other’s prestige. Each Party will notify other Party about the matters arising from or relating to this Contract to seek the solution.

2.     Amendment in writing. The Contract may be amended in accordance with the changes in regulations and management policies. Any amendment or supplement to the Contract shall be effective only if in writing and duly executed by each Party. Any such amendment or supplement must be in written notice and sent to other Party in 10 working days prior.

3.     Term of the Contract. This contract shall commence on the Effective Date and will expire by the end of 2010. In the excess of the expiry date, the contract shall extend its terms automatically in the next 02 years if both parties have no idea or further agreement. During its term, the contract can only be terminated in any following cases:

a)    Termination for breach. In the event that either Party breaches any term of this Contract and such breach is not cured within fifteen (15) days or repeat such breach after written notice of such breach is given by the non-breaching Party.

b)    Bankruptcy. Either Party is adjudged insolvent or bankrupt.

c)    Agreement. The Parties agree to terminate the contract.

Each Party shall be able to terminate the Contract after forty five (45) days since giving a written notice of termination to the other Party. Upon receipt of such written notice of termination, the Parties shall immediately pay to each other all sums due under this Contract.

4.     Dispute Resolution; Choice of Law; Venue. This Contract shall be governed by and construed in accordance with Laws of Vietnam without reference to conflict of laws principles. The Parties agree that all disputes or discrepancy, claims and causes of action, in law or equity, arising from or relating to this Contract or its enforcement which are not negotiable or solved amicably in document will be resolved by final and binding judgment through Court of Vietnam.

5.     Construction. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Contract. Any and all appendices hereto shall be deemed to be incorporated by reference in this Contract and shall apply in addition to the terms and conditions contained herein. Except where the context otherwise requires, words denoting the singular include the plural and vice versa; words denoting any gender include all genders; words denoting persons include firms and corporations and vice versa.

6.     English language version to prevail. This Contract and its appendices are made only in English language. If there is any conflict in meaning between the English language version of this Contract and any version or translation of this Contract in any other language, the English version shall prevail and be conclusive.

7.     Execution. This Contract containing seven (07) pages and one (01) appendices is made into Four (04) copies with the same value, Two (02) for each Party.

In witness whereof, the Parties have executed this Contract as of the Effective Date.