Chapter 4 e v translation (1)

Chapter 4 - Translate into Vietnamese
1. Any dispute between the Parties as to the performance of this CONTRACT or the rights or liabilities
of the Parties herein, or any matter arising out of the same or connected therewith, which cannot be
settled amicably shall be settled by arbitration. Each of the Parties hereto shall be entitled to appoint
one arbitrator and the third arbitrator shall be appointed jointly by the Parties.
2. The arbitration shall be held at Singapore. The award of the arbitrators shall be final and binding upon
the Parties. The costs of the arbitration shall be borne by the Party whose contention was not upheld
by the arbitration tribunals, unless otherwise provided in the arbitration award.
3. Notwithstanding the foregoing, the Parties may agree that any particular matter of disputes can most
quickly be settled by an Expert. In that event, the Parties shall jointly prepare and sign a statement on
the issue to be determined by the Expert before agreeing upon the identity of the Expert.
4. CONTRACTOR and its Sub-contractors shall be subject to the applicable law. If CONTRACTOR or
its Sub-contractors perform the Contract in breach of the law, then CONTRACTOR shall bear any
additional costs of said violation and correction thereof. "Law" includes any laws and any
requirements, rules, or regulations of any relevant authority.
5. The Parties agree to the establishment and continuance of international telecommunications services
using Internet (including phone to phone calls and fax to fax calls) in accordance with the terms and
the conditions set forth in this Agreement which shall be collectively referred to as the “Services”.
6. This Agreement supersedes all prior agreements, promises, understandings, statements,
representations and warranties and embodies the Parties’ complete and entire agreement with respect
to the subject matter hereof. No statement or agreement, oral or written, made before the execution of
this Agreement shall vary or modify the written terms hereof in any way whatsoever.
7. All notices shall be written in English and shall be hand delivery to the Parties at their business
addresses or to such other address as either Party may specify by notice to the other pursuant to this
Section. All notices shall be regarded as having been given if sent by hand.
8. This Agreement shall be binding upon and serve the benefits of the Parties hereto and their respective
heirs, successors and shall not voluntarily or by operation of law assign, transfer, license, or otherwise
transfer all of any part of its right, duties or other interests in this Agreement or the proceeds thereof.
9. This Agreement shall be deemed to come into force on the Effective Date and expire one year after the
Effective Date, unless earlier terminated as provided herein (“Initial Term”). This Agreement will be
automatically renewed on a month-to-month basis after the expiration of the Initial Term or any

mutually agreed subsequent term.
10. If either Party desires to cancel this Agreement upon the expiration of the Initial Term or any
subsequent term, it shall give the other Party written notice of its intent to cancel at least thirty (30)
days prior to the expiration of the current term.
11. Each Party may terminate this Agreement:
(a)

if the other Party fails to fulfill any of its obligations under this Agreement;

(b)

Either Party believes there has been an unusually high use of the Services;


(c)

If the other Party is in breach of Section 17; and

(d)

If the other Party becomes insolvent.

12. Termination due to default under this Sections shall be effective thirty days after written notice to
the defaulting Party if the default has not been cured within thirty day period. Upon termination of
this Agreement for any reason, each Party shall remain liable for those obligations that accrued prior
to the date of such termination.
13. This Agreement may be executed with several counterparts, each of which shall constitute an
original, but all of which shall constitute one and the same instrument. To the extent that this
Agreement is translated into any other language, the English language version shall be the
authoritative version.

14. All disputes, controversies, or differences which may arise between the parties, out of, or in
relation to, or in connection with this contract, or for the breach thereof, shall be finally settled by
arbitration in Singapore in accordance with the Commercial Arbitration Rules of the Singapore
Commercial Arbitration Board and under the Laws of Singapore.
15. If any one or more of the provisions contained in this Contract or any document executed in
connection herewith shall be invalid, illegal or unenforceable in any respect under any applicable law,
the validity, legality and enforceability of the remaining provisions contained herein shall not in any
way be affected thereby.
16. Any discrepancies and/ or disputes arising out or in connection with this contract not settled
amicably shall be referred to Arbitration in accordance with the Rules and Practices of the
International Chamber of Commerce in Paris or such other places agreed by both sides.
17. “Subcontractor” means any person named in the Contract as a Subcontractor for a part of the
Works or any person to whom a part of the Works has been subcontracted with the consent of the
Engineer and the legal successors in title to such person, but not any assignee of any such person.
18. If at any time, any dispute or difference should arise from or in connection with the present
Contract either Party shall give to the other a written notice of the existence of such dispute or
difference. The parties, after having received such written notice, shall in principle try to settle the
dispute or difference amicably by mutual consultation in good faith and in good measures.
19. The relationship of the parties under this agreement is that of an independent contractor and the
company hiring the contractor. In all matters relating to this agreement each party hereto shall be
solely responsible for the acts of its employees and agents, and employees or agents of one party shall
not be considered employees or agents of the other party. Except as otherwise provided herein, no
party shall have any right, power, or authority to create any obligation, express or implied, on behalf
of any other party. Nothing in this agreement is intended to create or constitute a joint venture,
partnership, agency, trust, or other association of any kind between the parties or persons referred to
herein".
20. This agreement shall be binding on and inure to the benefit of the parties hereto and their
respective heirs, legal or personal representatives, successors, and assigns.