Agency Agreement in Vietnam: Template, Key Clauses and Local Law (2026)

A commercial agency agreement appoints an agent to buy or sell goods, or provide services, for a principal in return for remuneration. Vietnam regulates this in detail: the Commercial Law 2005 devotes a specific set of articles to commercial agency, and those rules shape remuneration, notice and compensation whether or not the contract mentions them. If you are a principal appointing a Vietnamese agent, the statutory defaults are the part you cannot afford to overlook. This guide explains the law, the key clauses and a skeleton. It is general information, not legal advice; take Vietnamese counsel before you sign. ## What is a commercial agency in Vietnam? Under the Commercial Law 2005 (Law No. 36/2005/QH11), commercial agency is a trade activity in which the principal and the agent agree that the agent, in its own name, sells or buys goods for the principal, or provides the principal's services to customers, for remuneration. The core provisions sit in Articles 166 to 177 of that law. The law recognises several forms of agency, including off-take agency, exclusive agency and general agency (with a network of sub-agents), plus any other form the parties agree. Choosing the form sets the baseline rights and duties, so decide it deliberately. ## The statutory defaults that drive the deal Three default rules in the Commercial Law 2005 matter most, because they apply unless the parties clearly agree otherwise: - Remuneration (Article 171). The agent is usually paid by commission or by price margin. Commission applies where the principal fixes the purchase or sale price; a price margin applies where the principal only fixes the agency price, and the agent keeps the difference.

• Payment timing. Unless agreed otherwise, payment for goods, service charges and agency remuneration is made in instalments after the agent completes the purchase or sale of a specified quantity of goods or volume of services.
• Termination notice and compensation (Article 177). Unless otherwise agreed, the agency ends only after a notice period of at least 60 days from either party's termination notice. A terminated agent may claim compensation for the period it acted as agent, unless the parties agreed otherwise; but an agent that itself requested termination is not entitled to that compensation. Because these are defaults, your contract should either confirm them or vary them clearly. Silence means the statute fills the gap, sometimes expensively. ## The law that governs agency in Vietnam | Area | Governing source | |------|------------------| | Commercial agency (forms, remuneration, termination) | Commercial Law 2005, Articles 166 to 177 | | General contract rules | Civil Code 2015 (Law No. 91/2015/QH13) | | Foreign-invested trading rights | WTO commitments and trading-right regulations | ## Agency or distribution? As elsewhere, the agent-versus-distributor line matters. An agent acts for the principal and does not take title; a distributor buys and resells on its own account. The Commercial Law 2005 agency provisions apply to agency, not to simple sale-and-resale distribution, so classify the relationship honestly before drafting, because it decides which rules apply. ## Key clauses in a Vietnam agency agreement ### 1. Appointment, form and scope Name the parties, state the form of agency (off-take, exclusive, general), list the goods or services, and define the territory and any exclusivity. ### 2. Pricing and remuneration State whether the agent earns commission or a price margin, how it is calculated, the currency and payment timing. Confirm or vary the Article 171 default. ### 3. Ownership and risk Who owns the goods while they are with the agent, and who bears the risk. In agency the principal generally retains ownership; make this explicit. ### 4. Agent duties Promotion, storage, reporting, targets, and a bar on competing lines where exclusivity is granted. ### 5. Principal duties Supply, pricing, product support, and payment of remuneration and reasonable expenses (Articles 172 to 175). ### 6. Term and termination Term, grounds for termination, and a notice period. If you want less than 60 days, say so clearly; otherwise the Article 177 default applies. ### 7. Termination compensation Address the Article 177 compensation expressly: confirm, limit by agreement, or record that it does not apply where the agent requested termination. ### 8. Confidentiality and IP Protect pricing and customer data, and license any trademarks for the term only. ### 9. Governing law and disputes Choose Vietnamese law and a forum (Vietnamese courts or arbitration, for example VIAC) and language. ## A short agency agreement skeleton 1. Parties and recitals

2. Definitions
3. Appointment, form of agency and territory
4. Goods or services and ownership of goods
5. Pricing, remuneration and payment timing
6. Agent obligations and targets
7. Principal obligations
8. Confidentiality and intellectual property
9. Term and termination (notice period)
10. Termination compensation
11. Governing law and dispute resolution
12. Signatures Use this as a structure to adapt with Vietnamese counsel, not a finished contract. ## Common mistakes - Ignoring the Article 177 defaults, then being caught by the 60-day notice and compensation right.

• Leaving remuneration silent, so the commission-or-margin default decides it.
• Confusing agency with distribution and applying the wrong rules.
• Vague ownership terms for goods held by the agent. ## Keeping the agency and its defaults in one place A Vietnamese agency agreement is shaped as much by what the statute supplies as by what the parties write, so the risk is the clause you did not address: the 60-day notice, the compensation right, the remuneration default. The idea behind an AI contract workspace is to hold the agreement, its versions and its key dates in one place: draft from a tested template, see each clause flagged where it is silent or at odds with the statutory default, edit clauses in plain language, and keep a live timeline of notice windows and commission dates. On jurisdiction depth, Adira is India-first today with other jurisdictions on its roadmap, so for Vietnam-specific drafting it supports the workflow while local-law depth is built out; you can read more at Adira. One source of truth makes the statutory defaults impossible to overlook.