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

A franchise agreement lets a Vietnamese operator run a business under your brand, system and standards in return for fees. Unlike many markets, Vietnam regulates franchising directly, with a statute, a decree and a registration step for foreign franchisors. Getting the registration and eligibility steps right is a condition of doing business, not an afterthought. This guide explains the law, the key clauses and a skeleton. It is general information, not legal advice; take Vietnamese counsel before you sign. ## Is there a franchise law in Vietnam? Yes. Franchising is regulated by the Commercial Law 2005 (Law No. 36/2005/QH11), which contains the franchising provisions, and by Decree 35/2006/ND-CP (31 March 2006), which details them. Registration procedures were set out in Circular 09/2006 of what is now the Ministry of Industry and Trade (MOIT). The framework has since been refined by Decrees 120/2011/ND-CP and 08/2018/ND-CP and by Circular 04/2016. Registration fees are governed separately by a Ministry of Finance decision (Decision 106/2008/QD-BTC). ## The two gating requirements Before a single franchise opens, two rules decide whether you can franchise at all: - Track record. The franchised business system generally needs at least one year of operation before franchising in Vietnam. A Vietnamese franchisee that wants to sub-franchise must also have operated the franchise for a year first.

• Registration. Foreign franchisors franchising into Vietnam must register with the MOIT before offering franchises. The rules also cover sub-franchising. A foreign franchisor can, under Decree 35, franchise into Vietnam without first setting up a local legal entity, which makes registration the key step rather than incorporation. Circular 09 provides a franchise introduction form and time limits for the authority to review a registration dossier. Build the registration timeline into your launch plan, because offering franchises before registration is a compliance failure. ## The law that governs franchising in Vietnam | Area | Governing source | |------|------------------| | Franchising (core provisions) | Commercial Law 2005 | | Franchising detail and conditions | Decree 35/2006/ND-CP (amended by Decrees 120/2011 and 08/2018) | | Registration procedure | Circular 09/2006 (amended by Circular 04/2016) | | Registration fees | Decision 106/2008/QD-BTC | | Trademarks and IP | Law on Intellectual Property 2005 (as amended) | ## Protect the brand first A franchise is a trademark licence at its core. Register your marks in Vietnam under the Law on Intellectual Property before you sign, in the franchisor's name, and license them for the term only. Require the franchisee to acknowledge your ownership and make no competing filings. Local registration is your main protection for the brand. ## Key clauses in a Vietnam franchise agreement ### 1. Grant and territory Define the brand, system and territory, and whether the grant is exclusive, non-exclusive, master or area-development. Address sub-franchising rights, which the law regulates. ### 2. Trademark and IP licence Licence the registered marks, trade dress, know-how and manuals for the term only, with an ownership acknowledgment. ### 3. Registration and compliance Allocate who handles MOIT registration and record the warranties on the one-year track record. Make registration a condition precedent to offering or operating. ### 4. Fees Initial franchise fee, royalties and marketing contributions, with calculation, currency, invoicing and tax treatment. Note that payments abroad may involve foreign-exchange controls. ### 5. Standards and operations manual Incorporate the manual by reference, require compliance with brand standards, and reserve audit and inspection rights. ### 6. Training and support What the franchisor supplies and what the franchisee must maintain in premises, staff and service. ### 7. Term, renewal and termination Term, renewal, notice and clear grounds for termination. The regulations provide for administrative sanctions rather than detailed court remedies on franchise disputes, so draft termination and dispute routes carefully. ### 8. Non-compete and confidentiality Reasonable in-term and post-term restraints and protection of the manual and customer data. ### 9. Governing law and disputes Vietnamese law typically governs; choose a forum (Vietnamese courts or arbitration such as VIAC) and language. ## A short franchise agreement skeleton 1. Parties and recitals

2. Definitions
3. Grant of franchise and territory (including sub-franchising)
4. Trademark and IP licence
5. Registration and compliance conditions
6. Fees (initial, royalty, marketing)
7. Brand standards and operations manual
8. Training and support
9. Franchisee covenants
10. Confidentiality and non-compete
11. Term, renewal and termination
12. Consequences of termination
13. Governing law and dispute resolution
14. Signatures Use this as a structure to adapt with Vietnamese counsel, not a finished contract. Registration rules have been refined over time, so confirm the current MOIT position before relying on any step. ## Common mistakes - Offering franchises before completing MOIT registration.

• Missing the one-year track-record requirement for the system or a sub-franchising franchisee.
• Letting the franchisee register the trademark locally.
• Ignoring foreign-exchange rules on cross-border royalty payments. ## Keeping a franchise network in one place A franchise is a growing stack of near-identical contracts, each with its own registration status, renewal date, royalty schedule and brand-standard obligations. The work a franchisor does by hand, drafting from a master template, checking registration and eligibility, and tracking every renewal, is exactly what an AI contract workspace is meant to carry in one place: generate each franchise agreement from your approved template, see each clause flagged where it is unusual or risky, edit in plain language, and keep a live timeline of registrations, fees and dates across the network. 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 beats a drawer of PDFs when the regulator asks what you registered and when.