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SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom - Happiness

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LOAN AGREEMENT

No: ………………/2012/HDVV

Today, dated in .....th, October, 20....., at Head office of Vietnam ………….. Company Limited, we are:

1. PARTY A: ………….. CORPORATION

Adress: …………. Building …………Seoul,………. Korea

Tel: 82-22003………….

Fax: 82-2737……………

Bank account: ……………………..

At: Shinhan Bank

Presented by: …………………….

Title: Management Director

2. PARTY B: ……………… COMPANY LIMITED

Address: Floor ….., ….. Building / …… , Phu My Hung International Financial & Commercial Centre, Hoang Van Thai Street, Tan Phu Ward, District 7, Ho Chi Minh City.

Tel: 08…………………

Fax: 08………………….

Banh account: ………………….....

At: Vietcombank- Sai Gon Branch

Presented by: …………………

Title: Director General

After discussion, the two Parties agree as follows:

Article 1: Content of loan agreement

Total amount of capital borrowing is USD 500,000, in word: United States Dollars Five hundred thousand

Article 2: Purpose of using the amount of capital loan

The amount of capital loan will be used on the following projects:

- Design and construction of the industrial construction and civil construction (including hospital).

- Services on repairing and maintaining (to every kind of medical equipment).

- Machine and medical equipmemt for rent and lease (trading on medical equipment)

- Medical equipment manufacturing.

- Importing, Exporting and Distributing the products having HS codes:

2844,8422,8543,9019,9020,9021,9023,9024……….

Article 3: Time of capital loan

- Time of capital loan is 05 (five) years, beginning November, 1st 2012 to October, 31 th 2012

- Debt Deadline 31/10/2017.

Article 4: Interest rate of capital loan

  • Interest rate is 0%.

Article 5: Rights and obligation of Party A

- Have the rights and obligations as in the Operation Regulation of Party A;

- Ask Party B to carry out all their committed obligations.

- Stop lending or terminate lending, debt retirement before finding any inaccurate information, or any breach of the contract

- Hand over the amount of lending to the Party B as in the Schedule of this Contract.

Article 6: Rights and obligation of Party B

-Asking Party A to implement the rights and obligation as stipulated in this Contract.

- Refuse any Party A’s requests which are not mentioned in this Contract.

- Use the amount of capital loan as in purpose, and implementing all other contents in this Contract;

- Make full payment for Party A;

- Be responsibility as the Law of Vietnam if Party B does not implement the commitment of this Contract.

Article 7: Termination of contract

7.1 This contract will be terminated before the expiration of contract with following cases:

(a) Two Parties agree to terminate the Contract before the expiration of the Contract;

(b) One of two parties does not their obligations

(c) One of two parties is in dissolution or bankruptcy

(d) One of two parties wants to do change, conversion, division or transfer the ownership which new legal entity does not want or cannot implement the agreement in the Contract

7.2 When one of aforementioned cases in Article 7.1 appears, the party who terminates the Contract must inform the remained Party 15 (fifteen) days in advance. Two parties must set up a Minutes of Contract Liquidation and completes all two parties’ obligation.

Article 8: Amendment, supplementation and Contract Liquidation.

- The articles in this Contract can be amended, supplemented according to the party’s agreement. Any amendment, supplementation will be signed up by document with two parties’ agreement and they will be integrated of this Contract and do not influence the validity of other articles of this Contract.

- This Contract will be liquidated after two parties completed the obligation stipulated in this Contract.

Article 9. Dispute settlement.

Any dispute in connection with this contract arising during its implementation shall be firstly settled through amicable negotiation and mediation. In case where no agreement is reached upon such negotiation and mediation, the dispute shall be submitted to a relevant competent court in Hanoi for final judgment under Vietnam’s law.

Article 10: Validity and number of version of the Contract

- This Contract shall come into effect after the Parties’ signing

- This Contract is made in two (10) originals in English and two (10) originals in Vietnamese, of the same legal validity. Party A shall keep one English version and one Vietnamese version, and other versions will be kept by Party B for implementation.

PARTY A PARTY B

 

What Is a Loan Agreement?

A loan agreement, sometimes used interchangeably with terms like note payable, term loan, IOU, or promissory note, is a binding contract between a borrower and a lender that formalizes the loan process and details the terms and schedule associated with repayment. Depending on the purpose of the loan and the amount of money being borrowed, loan agreements can range from relatively simple letters that provide basic details about how long a borrower has to repay the loan and what interest will be charged, to more elaborate documents, such as mortgage agreements.

Regardless of the type of loan agreement, these documents are governed by federal and state guidelines to ensure that the agreed-upon interest rates are both reasonable and legal.

Why Is a Loan Agreement Important?

Loan agreements are beneficial for borrowers and lenders for many reasons. Namely, this legally binding agreement protects both of their interests if one party fails to honor the agreement. Aside from that, a loan agreement helps a lender because it:

  • Legally enforces a borrower's promise to pay back the money owed
  • Allows recourse if the borrower defaults on the loan or fails to make a payment

Borrowers benefit from loan agreements because these documents provide them with a clear record of the loan details, like the interest rate, allowing them to:

  • Keep the lender's agreement to the payment terms for their records
  • Keep track of their payments

Before you lend anyone any money or provide services without payment, it is important to know if you need to have a loan agreement in place to protect you. You never really want to loan out any money, goods, or services without having a loan agreement in place to ensure that you will be repaid or that you can take legal action in order to have your money recouped. The purpose of a loan agreement is to detail what is being loaned and when the borrower has to pay it back as well as how. The loan agreement has specific terms that detail exactly what is given and what is expected in return. Once it has been executed, it is essentially a promise to pay from the lender to the borrower.

Borrowing money is a big commitment no matter the amount, which is why it is important to protect both parties with a loan agreement in place. A loan agreement not only details the terms of the loan, but it also serves as proof that the money, goods, or services were not a gift to the borrower. That is important because it prevents someone from trying to get out of repayment by claiming this, but it can also help you ensure that it is not an issue with the IRS later. Even if you think you may not need a loan agreement with a friend or family member, it is always a good idea to have this in place just to make sure there are no issues or disagreements over the terms later that could ruin a valuable relationship.

If you are trying to determine whether you need a loan agreement, it is always better to be on the safe side and have one drafted. If it is a large sum of money that will be repaid to you, as agreed upon by both parties, then taking the extra steps to ensure that the repayment takes place is well worth your time. A loan agreement is designed to protect you so when in doubt, create a loan agreement and make sure you are protected no matter what happens.

There are several components of a loan agreement that you will need to include in order to make it enforceable. These are a few of those components that are true no matter what type of loan agreement it is. To help explain how a loan agreement is broken down, we have divided it into sections that are easier to comprehend.

When You Can Use a Loan Agreement

Generally speaking, loan agreements are beneficial any time money is borrowed because it formalizes the process and produces results that are usually more positive for all parties involved. Though they are helpful for all lending situations, loan agreements are most commonly used for loans that are paid back over time, like:

  • Personal or private loans between friends or family members
  • The financing of large purchases, like furniture or vehicles
  • Student loans
  • Business or commercial loans , like capital loans for startup companies
  • Real estate loans, such as mortgages

Loan Agreements vs. Promissory Notes

While promissory notes have a similar function and are legally binding, they are much simpler and more closely resemble IOUs. In most cases, promissory notes are used for modest personal loans, and they usually:

  • Are written, signed, and dated by just the borrower
  • Specify the amount of money being borrowed
  • Detail the terms for repayment

Conversely, loan agreements usually:

  • Have repayment terms that are more complex
  • Require a signature from both the borrower and the lender

What Should a Loan Agreement Include?

Loan agreements typically include key details about the transaction, such as the:

Loan Amount

The loan amount refers to the amount of money that the borrower is receiving.

Interest rate

Interest is used by lenders to compensate for the risk of lending money to the borrower. Usually, interest is expressed as a percentage of the original loan amount, also known as the principal, that is then added to the amount loaned. This extra money charged for the transaction is set at the signing of the contract, but it can be instated or increased if a borrower misses or makes a late payment. Additionally, lenders can charge compound interest where the principal amount is charged with interest as well as any interest that has accumulated in the past. The result is an interest rate that slightly increases over time.

Length of the Contract

The life of a loan agreement is usually dependent on what is known as an amortization schedule , which determines a borrower's monthly payments. The amortization schedule works by dividing the amount of money being loaned by the number of payments that would need to be made for the loan to be paid back in full. After that, interest is added to each monthly payment. Though each monthly payment is the same, a majority of the payments made early in the schedule go toward interest, while most of the payment goes toward the principal later in the schedule.

Unless there are early repayment penalties associated with the loan, it's typically in a borrower's best interest to pay back the loan as quickly as possible because it reduces the amount of interest owed.

Method of Payment

The payment method details how the borrower plans to pay the lender. This can be through:

  • One lump sum paid on a certain date at the end of the contract's term
  • Regular payments made over a specified amount of time
  • Regular payments made specifically toward the interest
  • Regular payments made toward the principal and the interest

Repayment Schedule

There are two types of loan repayment schedules:

  • Demand: Demand loans are typically used for the short-term borrowing of small amounts without any required collateral. This type of repayment schedule is usually only used between parties that have an established relationship, such as friends and family members. Professional lenders, such as banks, do sometimes use demand loans as well if they have a good relationship with the borrower. The most notable difference between a demand and a fixed loan is that the lender can request repayment whenever they'd like, just so long as enough notice is given. The loan agreement usually details the requirements for notification.
  • Fixed: Larger loans, like for a vehicle or car, usually use fixed-term loans. In a fixed loan, repayment follows a schedule that is outlined in the loan agreement and has a maturity date that the loan must be fully repaid by. In many cases, the purchase that the loan funded, like a car or a house, serves as collateral if the borrower defaults on payments. Some fixed loans allow borrowers to pay off the loan early without any penalties, while others charge penalties for early repayment.

Late or Missed Payments

Most loan agreements provide the actions that can and will be taken if the borrower fails to make the promised payments. When a borrower pays off a loan late, the loan is breached or considered in default and they could be held liable for any losses that the lender suffered because of it. Aside from the lender having the right to pursue compensation for liquidated damages and legal costs, they can:

  • Increase the loan's interest rate until it is repaid
  • Seize collateral or something that has monetary value, like jewelry, equipment, a house, or a vehicle, if the loan can't be repaid
  • Place a default or breach on the borrower's credit score

Borrower and Lender Details

Key details about the borrower and lender must be included in the loan agreement, such as their:

  • Names
  • Phone numbers
  • Addresses
  • Social security numbers

Depending on the loan and its purpose, the borrower and/or lender can either be a corporation or an individual.

Some of the key terms you should know and understand are:

  • Entire agreement clause: This clause means that the final agreement supersedes any previous written or oral agreements that were made during negotiations.
  • Severability clause: The severability clause states that the contract's terms function independently, meaning the other conditions are still enforceable even if part of the contract is deemed unenforceable.
  • Choice of law: This determines which state or jurisdiction's laws will govern the agreement.

It is in the best interest of both borrowers and lenders to obtain a clear and legally binding agreement regarding the details of the transaction. Regardless of whether the loan is between friends, family, or major corporations, when you take the time to develop a comprehensive loan agreement, you end up avoiding plenty of frustration in the future.

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THAM KHẢO DỊCH VỤ TƯ VẤN LIÊN QUAN:

1. Tư vấn pháp luật lao động;

2. Luật sư riêng cho doanh nghiệp;

3.Tư vấn pháp luật lĩnh vực dân sự;

4. Tư vấn luật hành chính Việt Nam;

5.Dịch vụ luật sư tư vấn giải quyết tranh chấp tại tòa án.

6. Luật sư tranh tụng tại tòa án và đại diện ngoài tố tụng;