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This Addendum (the “Addendum”) is made pursuant to the applicable underlying agreement between CYBERTECH CYBER TECHNOLOGY INVESTMENT AND DEVELOPMENT JOINT STOCK COMPANY
(“CyberTech”) and the undersigned (“Vendor”) governing the provision of certain services and deliverables (the “Agreement”). This Addendum is intended to supplement, and where applicable, supersede conflicting terms in the Agreement.
1. Definitions
As used in this Addendum:
(a) “Deliverable” means any software, hardware, data, documentation, materials, venue, or any resource provided by the Vendor to CyberTech, or utilized by the Vendor in the performance of the Services.
(b) “Services” means any professional, technical, or consulting services provided by Vendor under the Agreement.
2. Payment Terms
CyberTech shall pay undisputed invoice amounts within 45 (forty-five) days following receipt of a valid invoice from Vendor. Payment will be made in the currency specified in the Agreement unless otherwise agreed in writing.
3. Representations and Warranties
Vendor represents and warrants that:
(a) It complies with all applicable local and international laws, including Vietnamese commercial law and relevant industry regulations.
(b) It shall perform Services professionally and in accordance with recognized industry standards.
(c) Deliverables and Services do not infringe or violate any third-party intellectual property or proprietary rights.
(d) It maintains commercially reasonable insurance coverage and shall provide evidence upon request.
(e) Vendor shall promptly rectify any non-conformity or deficiencies at no additional cost to CyberTech.
4. Indemnification
Vendor agrees to indemnify, defend, and hold harmless CyberTech, its affiliates, and their respective officers, directors, employees, agents and representatives (“Indemnified Parties”) from and against any and all liabilities, claims, losses, and expenses (including legal fees) arising from:
(a) Any third-party claim alleging infringement related to the Deliverables or Services.
(b) Vendor’s breach of law or this Agreement.
CyberTech will notify Vendor in writing of any claim. Vendor will control the defense and settlement (with CyberTech's consent not unreasonably withheld). CyberTech shall reasonably assist in the defense at Vendor’s expense.
5. Exclusions to Limitation of Liability
Any limitation of liability clause in the Agreement shall not apply to:
(a) Breach of confidentiality or data privacy obligations,
(b) Vendor’s indemnity obligations,
(c) Gross negligence or intentional misconduct by either party, or
(d) Personal injury or death caused by negligence.
6. Force Majeure
Neither party shall be liable for any failure or delay in performance caused by events beyond reasonable control (“Force Majeure”), including but not limited to: natural disasters, acts of war, terrorism, pandemics (including COVID-19 and its variants), civil unrest, strikes, or government restrictions. Affected party must notify the other party promptly and mitigate impact.
7. Confidentiality
Each party agrees to:
(a) Use the other’s Confidential Information solely for purposes of performing obligations under this Agreement.
(b) Protect such information with a level of care at least equal to that used to protect its own confidential information.
(c) Limit disclosure to personnel or advisors under similar confidentiality obligations.
(d) Return or securely destroy Confidential Information upon request.
Vendor shall not disclose its relationship with CyberTech publicly or in marketing without prior written consent.
8. Data Protection & Processing
Vendor shall comply with the CyberTech Data Protection Policy, incorporating standards based on Vietnam’s Personal Data Protection Decree (Nghị định 13/2023/NĐ-CP) and applicable international regulations, including the GDPR where applicable. Any processing of personal or customer data must be lawful, secure, and governed by a valid Data Processing Agreement (DPA).
9. Supplier Code of Conduct
Vendor acknowledges and agrees to comply with the CyberTech Supplier Code of Conduct, which forms an integral part of this Addendum. Violations shall constitute a material breach of contract.
10. Background Checks
(For on-premises or systems access engagements)
Vendor shall conduct appropriate background checks, including:
(a) Identity verification
(b) Education and employment history
(c) Criminal and credit records (where permitted)
(d) Other checks as reasonably required by CyberTech
CyberTech reserves the right to reject any personnel based on the results. Vendor bears all associated costs.
11. Publicity
Vendor shall not use CyberTech’s name, logos, or trademarks in advertising, promotional materials, or any public communication without prior written approval.
12. Governing Law and Jurisdiction
This Addendum and any dispute arising out of it shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam. Disputes shall be subject
MAY 2025