In the context of international economic integration and the increasing expansion of cross-border commercial activities, intellectual property contracts involving foreign elements have become increasingly common and play an important role in the establishment, transfer, and exploitation of intellectual property rights. Under Vietnamese law, such contracts are governed by both general civil and commercial regulations and specialized intellectual property legislation concerning validity conditions, contractual form, rights and obligations of the parties, and dispute resolution mechanisms.
1. Conditions for the Validity of Intellectual Property Contracts Involving Foreign Elements
An intellectual property contract involving foreign elements shall be deemed valid when it satisfies the validity conditions applicable to civil transactions under Vietnamese law.
Pursuant to Clause 2, Article 117 of the Civil Code 2015, a contract shall only be valid when: the participating parties possess appropriate legal capacity and civil act capacity; the parties participate voluntarily; and the purpose and contents of the contract do not violate prohibitions of law or contravene social ethics. These conditions constitute the general legal basis for determining the legality of all contracts, including intellectual property contracts involving foreign elements. In addition, this Clause also provides that the form of the contract shall be a condition for validity where so prescribed by law.
In addition to the general conditions applicable to civil transactions, intellectual property legislation also imposes specific requirements for each type of contract. For example, copyright assignment contracts, related rights assignment contracts, and industrial property assignment contracts (Article 46 and Clause 2, Article 138 of the Law on Intellectual Property 2005, as amended and supplemented) must be made in writing. Furthermore, pursuant to Article 148 of this Law, industrial property assignment contracts must, in certain cases, be registered with the competent state authority in order to be effective against third parties.
Therefore, an intellectual property contract involving foreign elements shall only be considered legally effective when it satisfies both the general conditions applicable to civil transactions and the specific requirements prescribed by intellectual property law for each type of contract.
2. Form of Intellectual Property Contracts Involving Foreign Elements
The form of intellectual property contracts involving foreign elements must first comply with the general provisions governing the form of civil transactions. Pursuant to Article 119 of the Civil Code 2015, civil transactions may be established verbally, in writing, or through specific acts.
However, where the law requires a transaction to be made in writing, the parties must comply with such requirement. In the field of intellectual property, specialized legislation requires contracts to be made in writing. Specifically, pursuant to Clause 1, Article 46; Clause 1, Article 48; Clause 2, Article 138; and Clause 2, Article 141 of the Law on Intellectual Property 2005, as amended and supplemented, copyright assignment contracts, copyright licensing contracts, industrial property assignment contracts, and industrial property licensing contracts must all be executed in written form.
In addition, for certain contracts relating to industrial property rights, the law further requires registration of the contract with the competent state authority in order for the contract to be enforceable against third parties, such as industrial property assignment contracts under Article 148 of the same Law.
Accordingly, in intellectual property contracts involving foreign elements, compliance with the written form requirement and registration obligations, where applicable, constitutes an important condition for ensuring the legal validity and enforceability of the contract.
3. Regulations on the Rights and Obligations of the Parties in Intellectual Property Contracts Involving Foreign Elements
The rights and obligations of the parties in intellectual property contracts involving foreign elements are primarily determined based on the parties’ agreement, provided that such agreement complies with applicable laws.
Pursuant to Clause 2, Article 3 and Article 385 of the Civil Code 2015, contracting parties are entitled to freely agree on their respective rights, obligations, and liabilities, provided that such agreements do not violate prohibitions of law or contravene social ethics. On this basis, parties to intellectual property contracts involving foreign elements may agree on matters such as the scope of intellectual property exploitation, duration, territory of use, remuneration, as well as liabilities arising from contractual breaches. Such agreements constitute the basis for determining the specific rights and obligations of each party during the performance of the contract.
With respect to contracts in the field of intellectual property, the rights and obligations of the parties are also specifically regulated under specialized legislation. For example, an industrial property assignment contract refers to the transfer by the owner of industrial property rights of its ownership rights to another organization or individual (Clause 1, Article 138 of the Law on Intellectual Property 2005, as amended and supplemented). Accordingly, the assignor is obligated to transfer lawful ownership rights over the intellectual property object to the assignee, while the assignee is entitled to become the new owner and to exploit, use, and dispose of the intellectual property object in accordance with the law after the assignment becomes effective.
In summary, the rights and obligations of the parties in intellectual property contracts involving foreign elements are determined based on the agreement of the parties, provided that such agreement complies with the law. Clearly defining these rights and obligations serves as the basis for ensuring contract performance and resolving disputes, if any arise.
4. Methods for Resolving Disputes Arising from Intellectual Property Contracts
Disputes arising from intellectual property contracts involving foreign elements may be resolved through various methods in accordance with the law. Where such intellectual property contracts are commercial contracts, pursuant to Article 317 of the Commercial Law 2005, the parties may choose negotiation, mediation, arbitration, or court proceedings to resolve disputes arising during the performance of the contract.
First, negotiation and mediation are preferred methods because they enable the parties to amicably resolve conflicts while saving time and costs. If no agreement can be reached, the parties may select an appropriate authority to resolve the dispute. Disputes may be settled by a competent court in accordance with Clause 2, Article 30 of the Civil Procedure Code 2015, as amended and supplemented in 2025, where the parties do not have an arbitration agreement or where such arbitration agreement is invalid.
In addition, the self-protection mechanism under Article 198 of the Law on Intellectual Property 2005, as amended and supplemented, may also be considered. This mechanism allows right holders to apply technical or administrative measures to protect their lawful rights and interests.
The selection of an appropriate dispute resolution method is of significant importance in protecting the lawful rights and interests of the parties to intellectual property contracts involving foreign elements.
In summary, Vietnamese law has established a relatively comprehensive legal framework governing intellectual property contracts involving foreign elements in order to ensure the legality and enforceability of such transactions and to protect the lawful rights and interests of the parties. Therefore, when entering into and performing intellectual property contracts involving foreign elements, the parties should carefully comply with the applicable legal regulations and clearly determine their respective rights, obligations, and dispute resolution methods to minimize legal risks and ensure effective contract performance.
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Dinh Phuong Thao