Preparation and registration of Franchise Contract


It is our understanding that the foreign partner would like to appointes Vietnam company as the Franchisee to conduct the business in Vietnam in using of its Intellectual Property Rights and Know How in Vietnam (hereinafter referred to as the “Territory”).

Vietnam company therefore seeks a professional law firm to prepare the Franchise Contract and register the Franchise Activities of the Japanese Partner under Vietnam Law.

1.S&B Law’s experience in the field

We have acted for following clients in Contract Negotiation, Preparation and Review:

(i) Acting for Viettel Real Estate to design transaction structure, prepare contract and review all documents for acquiring DAEWOON-HANCIC Project;

(ii) Acting for Yen Tho Machenical JSC to negotiate contract for acquiring a foreign invested company operating in the field of agricultural products manufacturer;

(iii) Acting for VTC Online to review contract and negotiate for obtaining license for distribution of musical products in the territory of Vietnam;

(iv) Acting for Lam Pham Construction Company to negotiate for exclusive distribution contract for promotion, sale and marketing construction materials in Vietnam with a Filand Company;

(v) Acting for MB Bank to negotiate and enter into contract for producing advertisement clips with Thailand’s Company;

(vi) Acting for IBM Vietnam to review contract for setting up Core Banking System and E-Banking System for Commercial Banks in Vietnam;

(vii) Acting for Danco JSC to review and revise Loan Contract with a Fund in Hongkong;

(viii) Acting for MB Bank to prepare standard form of set of contract applied in Cambodia;

(ix) Acting for ICBC to review contract for financing an infrastructure project in the Centrer of Vietnam;

2.SBLaw’s experience in the field of Franchise Contract and Franchise Registration:

(i) Acting for Café Bene to review the Master Franchise Contract to be signed with its Franchisee in Vietnam;

(ii) Acting for Café Bene to register its Franchising Activities in Vietnam;

(iii) Acting for an USA Corporation to register its Franchising Activities in Vietnam which relates to coffee restaurant;

(iv) Acting for TWT JSC to review Franchise Contract to be signed with Canadian Franchisor on the field of education system;

(v) Acting for a German Fashion Company to review Franchise Contract to be signed with its Franchisee in Vietnam;

(vi)Acting for a German Company to register its Franchising Activities in Vietnam.

2.Scope of work, work schedule:

Regarding to Vietnam company’s request, SBLaw proposes scope of work and work schedule as follows:

2.1.Franchise Contract Preparation

– To advise all legal aspect relating to the proposed transaction in line Vietnam Law;

– To work with Vietnam company for collecting input information for Franchise Contract Preparation;

– To prepare the Franchise Contract in order to best protect right and interest of Vietnam company under Vietnam Law;

– To provide explanation on terms and conditions of prepared Franchise Contract per request of Vietnam company;

– To update and finalize the Franchise Contract based on Vietnam company’s comments (two times).

Language of the Franchise Contract shall be Vietnamese and English.

We anticipate that it shall take us about 02 weeks to complete Franchise Contract Prepration.

2.2.Preparation of documents for Franchise Activities Registration

– Notifying documents required for Franchsing Activities Registration;

– Translating documents supplied by foreign Partner into Vietnamse;

– Certifying Vietnamse Translation of documents supplied by foreign Partner for submission to the Competent Authority;

– Preparation and completion of application dossier for Franchising Activities Registration

It shall take us about 05 working days upon obtain all required documents and information to complete this stage

2.3.Liasing with Competent Authority for Franchise Activities Registration

– Submitting the application dossier to the licensing authority on the foreign Partner’s behalf;

– Monitoring and following up with the relevant authorities on the approval process;

– Keeping Vietnam company and foreign Partner  updated on the developments and additional requirements (if any); and

– Assisting Vietnam company and foreign Partner in obtaining the notice on registration of franchising activities of its client in Vietnam and any other related documents

It shall take us about two and half weeks from receipt of full application dossier duly signed by foreign Partner to complete Franchise Activities Registration with the competent authority.