Decree No. 180/2025/ND-CP introduces several layers of mechanisms to manage and share the specific risks associated with public-private partnership (PPP) activities in science, technology, innovation and digital transformation:

(1)    The Decree tailors the form of cooperation to the maturity and commercial viability of the relevant technology. Under Point a, Clause 4, Article 3, for technologies and technological products at the stage of basic research or at the stage of applied research but not yet completed, with high risks in commercialization, priority shall be given to the form of cooperation through commissioning and funding as provided in Article 22, rather than immediately applying a full PPP project model based on investment, operation and capital recovery. Where research outcomes and commercial viability remain uncertain, requiring private investors to bear all risks may discourage participation. Commissioning or funding mechanisms therefore allow the state to share early-stage risks and encourage private-sector involvement.

(2)  Science and technology PPP projects that combine infrastructure investment, construction and operation with scientific research, technology development and innovation must be structured in stages. Under Point a, Clause 2, Article 14, the feasibility study report must separate the project into two phases: scientific research and technology development, and application of research results. This staged approach enables risks to be assessed at each milestone: scientific and technical risks during the research phase, and market or commercialisation risks during the application phase. It allows the parties to plan mechanisms for termination, scope adjustment, technology redirection, revenue sharing or project restructuring based on the outcome of each phase.

(3)  Financial mechanisms for the state to share risks with investors: Under Clause 1, Article 17 of the Decree, state capital may account for up to 70% of the total investment. At the same time, under Clause 2, Article 17, funding for scientific research, technology development and innovation may be commissioned or funded by the state, in whole or in part, from the state budget, independently from the state capital participating in the PPP project. In particular, Clause 3, Article 17 of the Decree and Article 82 of the PPP Law allow the application of a mechanism under which the state shares 100% of the revenue shortfall for the first three years of operation and business, where the actual revenue is lower than the financial plan and the statutory conditions are satisfied.

(4)  Under Clause 1, Article 24, the cooperation agreement must include provisions on the mechanism for accepting and sharing risks where the R&D task fails to achieve the expected results and the allocation of benefits and risks between the parties. This requires the parties to go beyond a general reference to “risk sharing” and clearly define each party’s reasonable efforts during the research process, such as compliance with agreed research methods, procedures and professional standards; clear evaluation milestones; consequences where the expected results are not achieved; and the allocation of incurred costs, data ownership, assets and interim results generated during the cooperation.

Notably, the fact that regulations recognize mechanisms for risk acceptance and risk sharing does not mean that every failure in a science and technology PPP project is exempt from liability. The key boundary to be drawn is between accepted innovation risks and a breach of project implementation obligations. Risk may be accepted where the parties have complied with the agreed research methodology, professional procedures, technical standards, reporting obligations and evaluation milestones, but the final outcome is still not achieved due to the objective uncertainty inherent in research, development or technology commercialisation. By contrast, where the failure results from misuse of funds, non-compliance with procedures, concealment of information, provision of inaccurate data, lack of implementation capacity, or breach of confidentiality or data protection obligations, it should be treated as a breach, not as a risk to be shared by the state.

This boundary should be clearly defined by the parties from the negotiation and contract execution stage, particularly where the PPP involves mechanisms for accessing, using and sharing data managed by state authorities under Article 7 of the Decree.