Drafting Guide for Franchise Agreements in Vietnam

A franchise agreement in Vietnam needs to be meticulously drafted and reviewed by a professional lawyer to ensure it complies with all relevant legal regulations and maximally protects the interests of both parties.

Drafting Guide for Franchise Agreements

What is a Franchise Agreement?

A franchise agreement is a legal document signed by two parties to define the terms and conditions of the franchising relationship between the franchisor (the brand or product owner) and the franchisee (the business partner).

Terms to Include in a Franchise Agreement in Vietnam

To create a franchise agreement template, ensure that important terms and conditions are included to protect the rights and responsibilities of both the franchisor and the franchisee. Here are essential elements to consider when drafting an agreement:

  • Information about the franchisor and franchisee: Includes names, addresses, and contact information of both parties.
  • Scope of the Agreement: Clearly defines the products, services, and brands the franchisee is allowed to use.
  • Duration and Renewal Conditions: Specifies the validity period of the contract and the conditions for its renewal.
  • Rights and Obligations of the Franchisor: Includes providing training, technical support, and marketing.
  • Rights and Obligations of the Franchisee: Outlines responsibilities in maintaining product/service quality, revenue reporting, and adherence to brand guidelines.
  • Fees and Payment Methods: Details on franchise fees, including initial fees, monthly/quarterly fees, and other related charges.
  • Brand Use and Intellectual Property Protection: Specific guidelines on brand usage and intellectual property rights protection.
  • Contract Termination Conditions: Conditions under which either party may terminate the agreement early, including contract breaches and failure to meet set objectives.
  • Dispute Resolution Regulations: Methods of resolving disputes between parties, which may include arbitration or court proceedings.
  • Confidentiality and Non-Competition Statement: Terms protecting confidential information and preventing the franchisee from directly competing with the franchisor during and after the contract ends.
  • Appendices and Attachments: Includes any supporting documents such as detailed product descriptions, brand guidelines, and training materials.

Franchise Agreement Template in Vietnam

Below is a basic franchise agreement template for reference. However, please note that this template is illustrative and should be customized to suit your specific situation. It also needs to be reviewed and approved by a professional lawyer before use.



Franchisor (hereinafter referred to as “Party A”) [Full information of the franchisor]

Franchisee (hereinafter referred to as “Party B”) [Full information of the franchisee]

Preamble Based on the terms and conditions agreed upon by and between Party A and Party B, the parties agree as follows:

ARTICLE 1: GRANTING OF FRANCHISE 1.1 Party A agrees to grant Party B the right to use the brand, products, and services under the terms and conditions set forth in this contract.

ARTICLE 2: DURATION AND RENEWAL CONDITIONS 2.1 This contract shall be effective from [start date] and will last for [number of years] years unless extended or terminated early according to the contract’s terms.

ARTICLE 3: FRANCHISE FEES AND PAYMENT METHOD 3.1 Party B agrees to pay Party A a franchise fee of [amount] along with [percentage]% of monthly/quarterly revenue.

ARTICLE 4: RIGHTS AND OBLIGATIONS 4.1 Party A commits to providing necessary training, technical support, and marketing resources to Party B. 4.2 Party B commits to maintaining the quality of products/services and strictly following Party A’s brand guidelines.

ARTICLE 5: CONTRACT TERMINATION 5.1 This contract may be terminated by either party with [number of days] days’ notice if the other party breaches the contract.

ARTICLE 6: DISPUTE RESOLUTION 6.1 Any disputes arising from this contract will be resolved through arbitration or at a competent court.

Signed on [day] of [month], [year]. Franchisor’s Signature Franchisee’s Signature


Remember, this contract template is just a starting point and needs to be adjusted to fit your specific requirements and applicable law. Seek legal counsel to ensure your contract is legal, reasonable, and best protects your interests.

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