AGREEMENT ON TERMINATION OF A LABOUR CONTRACT

THIS AGREEMENT is made with effect as of [insert date] (Effective Date) between:

(1)       [PLEASE INSERT], a limited liability company of one member duly established and existing under the laws of Vietnam, Company Registration Certificate [please insert], issued on [please insert], represented by its legal representative, [Please insert name] (Company); and

(2)       [insert name of employee], a citizen of Vietnam, ID Card No. [insert card number] issued on [insert date of issuance] by the [insert place of issuance] (Employee).

WHEREAS:

A.        On [insert the commencement date], the Company and the Employee entered into a labour contract to reflect the Employee’s full-time employment with the Company as [Employee’s position] (Labour Contract);

B.        The Employee would now like to resign from the Company;

C.        The Company and the Employee have mutually agreed to terminate the Labour Contract and the Employee’s employment with the Company in accordance with Article 36.3 of the Labour Code and the provisions of this Agreement.

BOTH PARTIES hereby agree to the following provisions:

(1)       Termination

Each party hereby acknowledges and agrees that the Labour Contract and the Employee’s employment with the Company will terminate (Termination) on the day following the Effective Date (Termination Date), after which time the Labour Contract will be of no further force or effect.

Each party hereby acknowledges and agrees that the Termination does not waive, terminate or extinguish the Employee’s liability for actions taken during the course of employment with the Company.

(2)       Payments

(2.1)    Subject to the Employee’s compliance with his/her obligations under this Agreement, the Company will, within 7 days from the Termination Date, pay to the Employee all entitlements arising from or relating to the employment of the Employee at the Company and the employment termination in accordance with this Agreement, being an amount of VND[insert amount] (Termination Sum).

2.2.      The Employee acknowledges and agrees that the Termination Sum comprises all payment obligations owed by the Company to the Employee in accordance with the laws of Vietnam, including but not limited to the following payments, as well as an ex gratia allowance payable to the Employee as a favour of the Company:

(a)        Salary up to the Termination Date;

(b)       All kinds of allowances [, including, but not limited to, severance allowance] required to be paid in accordance with the laws of Vietnam (if any);

(c)        All unused annual leave days (if any); and

(c)        All contractual bonuses and additional payments (if any).

2.3.      [The Employee acknowledges and agrees that the Leaving Payment paid under the Leaving Money Agreement signed by the Employee on [insert date] already includes the severance allowance, as required under the Vietnamese Labour Code, payable to the Employee for the working period from [insert date] to [insert date].]

2.4.      The Employee acknowledges and agrees that their receipt from the Company, and the Company acknowledges and agrees that payment by it, of the Termination Sum shall be in full and final settlement of any claims that the Employee has or may have against the Company or any of its related corporations (in any jurisdiction whatsoever) (collectively, the Group), arising from, or in any way related to, the Employee’s employment with the Company or any other member of the Group or the termination of such employment.

2.5.      The Company will, in accordance with the applicable laws of Vietnam, pay all social insurance and health insurance premiums up until the Termination Date.

2.6.      The Company will, in accordance with the applicable laws of Vietnam, withhold, deduct or retain the amount of any tax or insurance premium arising or payable with respect to any sum paid or payable to the Employee.

3.         Responsibility of the Company

Within 7 days of the Termination Date, and subject to the date when the Social Insurance Department returns the Employee’s social insurance book to the Company, the Company will return to the Employee his/her social insurance book.

4.         Responsibility of the Employee

4.1       On or before the Termination Date, the Employee shall return to the Company:

(a)                    all properties as set out under clause 1 of Appendix 1 of this Agreement;

(b)                   all confidential information in relation to the Company in the form of papers, records, disks, tapes or any other materials or electronic form; and

(c)                    other properties lawfully owned by the Company or any other member of the Group that the Company provided or gave access to the Employee during the course of his/her employment with the Company.

4.2       On or before the Termination Date, the Employee undertakes to revoke all signature authorities granted to him/her by the Company or any other member of the Group for any purpose and, as long as such revocation of signature authorities is pending, the Employee will not make use of any such signature authorities either before or after the Termination Date.

4.3       The Employee undertakes that he/she shall complete all obligations as set out under Appendix 1 of this Agreement by the date required by the Company.

5.         Non-competition

5.1       The Employee undertakes that he/she will not, for a period of [3 years] from the Termination Date, whether on his/her own account or in concert with any other person, company, entity or organisation:

(a)        perform any act designed to undermine the business of the Company or any other member of the Group;

(b)       attempt to entice any employee of the Company to leave the employment of the Company;

(c)        attempt to entice any client of the Company or any other member of the Group to transact with any other person, company, entity or organisation in competition with the Company or any other member of the Group or interfere, in any other way, with the relationship between the Company or any other member of the Group and any client;

(d)       attempt to interfere, in any way, with the relationship between the Company and any supplier; or

(e)        engage in any arrangements or activities in Vietnam that are in direct competition with the Company or any other member of the Group.

5.2       For the purpose of clauses 5 and 6, “client” means any person, company, entity or organisation who is a client of the Company or any other member of the Group prior to the Termination Date.

6.         Confidentiality

6.1       The Employee acknowledges and agrees that all information and documents obtained by the Employee during the course of their employment with the Company or any other member of the Group (including, without limitation, all client lists, budgets, operations manuals, agreements, technical documents and information or similar documents that the Employee prepared, used or had access to during the course of his/her employment) are confidential and, notwithstanding the termination of his/her employment with the Company, the Employee will not disclose such information to any other person (except to the extent required by law) or use such information for the Employee’s personal gain.

6.2       The contents of this Agreement are confidential and each party agrees not to disclose the provisions of this Agreement to any other person other than their legal or financial advisers or as required by applicable law.

6.3       The Employee undertakes to comply with the Confidentiality Agreement entered into between the Employee and the Company on [insert date] upon termination of employment under this Agreement.

7.         General waiver and release

7.1       The Employee hereby releases and discharges the Company and each other member of the Group, and each of their employees, officers, agents and advisors (Released Parties) from (and covenants not to sue the Released Parties with respect to) any causes of action, suits, liabilities, claims (including, without limitation, claims for bonus or other compensation, separation allowances or severance benefits) or demands whatsoever (upon any legal or equitable basis, whether contractual, in tort, common law, civil law, statutory, federal, state, local or otherwise) that the Employee has or may have against the Company or any other member of the Group arising from or in any way connected to his/her employment with the Company or any other member of the Group or the termination of such employment and/or the Labour Contract (excluding any claim that the Employee may have against the Company with respect to its failure to comply with any of its obligations under clause 2, 3 or 6 of this Agreement). 

7.2           Subject to the provisions of clauses 7.1, the Employee:

(a)        acknowledges and agrees that if the Employee may hereafter discover claims or facts in addition to, or different from, those which the Employee now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected upon execution of this Agreement, may have materially affected the Employee’s decision to execute this Agreement; and  

(b)       hereby waives any and all rights, claims or causes of action that might otherwise arise as a result of such different or additional claims or facts at any time in the future.

8.         Governing Law and Jurisdiction

8.1       This Agreement shall be governed by, and construed in accordance with, the laws of the Socialist Republic of Vietnam.

8.2       Any dispute in relation to this Agreement shall be submitted to the courts of Vietnam.

This Agreement shall come into full force from the date all parties hereto have signed it. It is made in 4 (four) copies, 2 (two) in English and 2 (two) in Vietnamese. Each party shall retain 1 (one) copy of each language. In the event of any conflict between the English text and the Vietnamese text, the English text shall prevail.  The parties acknowledge and agree that this Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and supersedes all prior oral or written agreements, understandings, letters, statements or arrangements relating thereto.

The contracting parties have read, and fully understood all provisions of this Agreement and agree to be bound by the contents of this Agreement without any pressure, duress or compulsion.

 

Signed for and on behalf of: [NAME OF THE COMPANY] by its legal representative on ­­­­­­­­­­­­__________             __________________________ [Please insert]

Signed on _________________           ___________________________ [Insert name of employee]

 

APPENDIX 1

OBLIGATIONS OF THE EMPLOYEE UPON TERMINATION OF EMPLOYMENT

 

The Company and the Employee hereby agree with the following terms and conditions:

1)             Upon termination of employment under the Agreement on Termination of a Labour Contract, the Employee shall be obliged to return the following property to the Company:

a.              laptop computer / tablet or similar device(s) if provided by the Company;

b.              cellular phone if provided by the Company;

c.              [to be inserted by the Company];

2)             [Upon termination of employment under the Agreement on Termination of a Labour Contract, the Employee shall be obliged to complete the following tasks:

a.              [to be inserted by the Company]]

 or

[N/A – The Employee and the Company have agreed to enter into a separate arrangement for the Employee to perform and complete specific action tasks as required by the Company];   

3)             [The Employee shall complete all of his/her obligations as set out in this Agreement by [insert the date as requested by the Company]]

 or

[N/A – The Employee and the Company have agreed to to enter into a separate arrangement for the Employee to perform and complete specific action tasks as required by the Company].

4)             Failures of the Employee to comply with any of its obligations under this Appendix shall result in the Employee being subject to legal liabilities in accordance with the Agreement on Termination of a Labour Contract and the laws of Vietnam.

5)             This Appendix is an integral part to the Agreement on Termination of a Labour Contract.

 

 

APPENDIX 2

TERMINATION SUM

 

No.	Payable items	Description	Gross Amount (VND)
	Salary and allowances up to the Termination Date.	Gross monthly salary and allowances are stated in the Employee’s Labour Contract, in aggregate being VND [insert amount]/month	[insert amount]
	Severance allowance[1]	[Since the Company has duly paid the unemployment insurance for the Employee since [insert date], the severance allowance shall be payable for the whole of her working period as from [insert date] to [insert date].]   The Employee’s average monthly Total Salary of the latest 6 months is VND[insert amount].	[insert amount]
	Unused Annual leave	There are [insert number] accrued and unused annual leave days up to Termination Date.	[insert amount]
	[Ex gratia payment]		[insert amount]
	Total amount	VND  [insert amount]

 

 

 

 

 

---