Freelancer Service Agreement (“FSA”) - Version 1.0

Effective Date: TBD Last Updated: TBD Official URL: https://www.lmc.vn/legal/freelancer-agreement-1-0

About this document: This Agreement sets the framework terms between LMC and an independent freelancer (“FREELANCER”) engaged to deliver specific work on a project or task basis. It is a service contract (hợp đồng dịch vụ) under the Vietnam Civil Code, not a labor contract under the Labor Code. Each engagement is defined by a Work Order (WO) that references this Agreement. In case of conflict between this Agreement and a WO, the WO prevails for that engagement.

1. The Parties

1. LMC: LMC Software Solution Joint Stock Company, Tax Code 0110177088, address at 40 Thu Khoa Huan, Ben Thanh Ward, District 1, Ho Chi Minh City, Vietnam; represented by Mr. Pham Van Huan - Deputy Director (Power of Attorney No. 01/24/GUY-GD).

2. FREELANCER: An independent individual or sole proprietor whose specific information (full name, ID/tax code, contact address, bank account) is recorded in each Work Order.

LMC and the FREELANCER are collectively referred to as the “Parties” and individually as a “Party.”

2. Definitions

3. Nature of the Relationship

1. The FREELANCER acts as an independent contractor. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency between the Parties.
2. The FREELANCER is solely responsible for the manner and means of performing the work, subject only to the deliverable specifications, deadlines, and acceptance criteria set out in the WO.
3. The FREELANCER is not entitled to employee benefits including but not limited to social insurance (BHXH), health insurance (BHYT), unemployment insurance (BHTN), paid leave, or 13th-month salary.
4. The FREELANCER is responsible for declaring and paying personal income tax (PIT) and any other taxes arising from Service Fees received under this Agreement, except where LMC is required by law to withhold at source (see §6.3).

4. Scope and Work Orders

1. Each engagement begins with a signed WO that specifies, at a minimum:
   • Deliverables and acceptance criteria
   • Timeline and milestones
   • Service Fees and payment schedule
   • LMC point of contact
2. The FREELANCER must not begin work before a WO is signed unless LMC issues written instruction to proceed.
3. Changes to scope, timeline, or fees require a written WO amendment signed by both Parties.

5. Delivery and Acceptance

1. The FREELANCER will submit Deliverables through the channel specified in the WO (Email, Google Drive, or Odoo).
2. LMC will review and respond within 5 business days of submission with one of: (i) Acceptance, (ii) request for revision with specific feedback, or (iii) rejection with reasons.
3. If LMC does not respond within 5 business days, the Deliverable is deemed accepted.
4. The FREELANCER is entitled to up to two rounds of revision per Deliverable at no additional charge, provided revisions remain within the original WO scope. Additional rounds or out-of-scope changes are billed per the WO change-order rate.

6. Fees, Payment, and Tax

6.1 Service Fees

All fees and payment schedules are set out in the WO. Default payment terms:

• Per-project WO: 50% on WO signing, 50% on final Acceptance.
• Milestone WO: per milestone on Acceptance of the corresponding Deliverable.
• Retainer WO: monthly on the date specified in the WO.

6.2 Payment Method

Payment is made by bank transfer to the FREELANCER’s nominated account within 7 business days of (i) Acceptance and (ii) receipt of a valid invoice or payment request from the FREELANCER. Payment is considered complete once funds leave LMC’s account.

6.3 Tax Withholding

For each payment of VND 2,000,000 or more to an individual who is not a registered business, LMC will withhold 10% PIT at source as required by Circular 111/2013/TT-BTC. LMC will issue the FREELANCER a withholding receipt. The FREELANCER may reconcile the withholding when filing their annual PIT return.

Freelancers registered as sole proprietors (hộ kinh doanh) with a valid tax code must invoice in their business name; in that case LMC does not withhold PIT and the FREELANCER is responsible for VAT and PIT under the lump-sum or self-declared regime.

6.4 Late Payment

If LMC fails to pay an undisputed amount within 15 business days of the due date, the FREELANCER may charge interest of 0.05% per day on the overdue amount.

6.5 Expenses

The FREELANCER bears their own tools, software, internet, and workspace costs. Reimbursable expenses (e.g., travel for an on-site shoot) must be pre-approved in writing and supported by valid VAT invoices.

7. Intellectual Property

1. Upon full payment for a Deliverable, all intellectual property rights in that Deliverable - including economic rights under Vietnam’s Intellectual Property Law - transfer fully and exclusively to LMC on a worldwide, perpetual, irrevocable basis. This is a work-for-hire arrangement.
2. LMC may use, modify, reproduce, distribute, license, and sublicense the Deliverables for any purpose without further consent or payment to the FREELANCER.
3. The FREELANCER waives all moral rights in the Deliverables to the maximum extent permitted by law, except the right to be identified as the author.
4. The FREELANCER warrants that each Deliverable is their original work, does not infringe any third-party IP, and is free of undisclosed open-source or third-party-licensed components. Any third-party assets used must be declared in writing at delivery with proof of license.
5. Pre-existing IP and tools: The FREELANCER retains ownership of pre-existing tools, frameworks, and templates they bring to the work; LMC receives a perpetual, royalty-free license to use such components as embedded in the Deliverables.

8. Confidentiality

1. The FREELANCER will keep confidential all non-public information received from LMC or LMC’s clients during the engagement, including business plans, client lists, pricing, creative briefs, and unreleased materials.
2. The FREELANCER must not disclose, copy, or use Confidential Information for any purpose other than performing the WO.
3. Confidentiality obligations survive termination of this Agreement for 3 years, except for trade secrets which remain confidential for as long as they qualify as trade secrets under Vietnamese law.
4. Portfolio rights: After public release of a Deliverable, the FREELANCER may include it in their personal portfolio with prior written approval from LMC (not unreasonably withheld). Client name disclosure requires separate approval.

9. Non-Solicitation

During the term of any active WO and for 6 months after the last WO ends, the FREELANCER will not directly solicit any LMC client they were exposed to through this Agreement to provide services that compete with LMC’s offerings, except with LMC’s prior written consent.

10. Warranties

1. The FREELANCER warrants they have the skill, experience, and legal capacity to deliver the work to professional industry standards.
2. The FREELANCER warrants the Deliverables will be original and free of third-party IP infringement as set out in §7.4.
3. The FREELANCER warrants they are not subject to any agreement that prevents them from entering this FSA or performing any WO.
4. Except for these express warranties, the FREELANCER provides the Deliverables on an “as accepted” basis. LMC’s sole remedy for defective Deliverables is the revision process in §5.

11. Limitation of Liability

1. Each Party’s total liability for any claim arising out of this FSA or a WO is limited to the total Service Fees paid under the WO that gave rise to the claim.
2. Neither Party is liable for indirect, consequential, or punitive damages, or loss of profits, business, or data.
3. The limitations above do not apply to: (i) breach of confidentiality, (ii) IP infringement claims, or (iii) gross negligence or wilful misconduct.

12. Term and Termination

1. This FSA takes effect from the Effective Date and remains in force until terminated by either Party with 15 days’ written notice. Termination of the FSA does not automatically terminate active WOs unless agreed in writing.
2. Either Party may terminate any WO:
   • For convenience: with 7 days’ written notice. LMC pays for all work completed and accepted up to the termination date, plus reasonable costs for work-in-progress on milestones that have been formally started.
   • For breach: immediately if the other Party materially breaches the WO and fails to cure within 10 days of written notice.
3. On termination of a WO, the FREELANCER must promptly: (i) deliver all work-in-progress and source files paid for, (ii) return or destroy all LMC Confidential Information, and (iii) cease using LMC’s name and materials.
4. Sections that by nature survive (IP, Confidentiality, Non-Solicitation, Limitation of Liability, Governing Law) remain in force after termination.

13. Force Majeure

Neither Party is in breach of this FSA if delay or failure to perform is caused by events beyond reasonable control (natural disaster, war, epidemic, power outage exceeding 24 hours, change in law). The affected Party must notify the other within 2 business days and take reasonable steps to mitigate.

14. Notices

Notices must be in writing and sent by:

• Email to the contact address recorded in the WO (deemed received on the next business day), or
• Registered mail to the address recorded in the WO.

15. Governing Law and Disputes

1. This FSA is governed by the laws of Vietnam.
2. Disputes are resolved first by good-faith negotiation. If unresolved within 30 days, either Party may refer the dispute to the competent People’s Court at LMC’s registered head office address.

16. Amendments

1. LMC may amend this FSA by posting an updated version at the Official URL.
2. The updated version applies to all WOs signed after the effective date of the update.
3. For active WOs, the update only applies if (i) the FREELANCER is notified 15 days in advance and (ii) does not object in writing within that period.

17. Order of Precedence

In case of conflict:

1. Work Order
2. This FSA
3. Other documents

Section 16 of this FSA always takes precedence.

18. Validity

This Agreement is published in electronic form. The FREELANCER and LMC confirm validity and acceptance by signing a Work Order that references this Agreement.

This document is published electronically. Acceptance is confirmed by signing a Work Order that references this Agreement.