Legal Regulations on Contracts Involving Intellectual Property Subjects in Vietnam

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Legal Regulations on Contracts Involving Intellectual Property Subjects in Vietnam

In the context of economic development and international integration, utilizing intellectual property subjects through contracts has become an essential part of business activities in Vietnam. However, to ensure the legality and transparency of these transactions, a careful implementation and compliance with legal regulations are necessary. This article will present important legal provisions related to contracts involving intellectual property subjects in Vietnam, providing useful information for businesses and individuals engaging in these transactions.

Types of Contracts Involving Intellectual Property Subjects

Contracts involving intellectual property subjects include the following types:

  1. Exclusive Contracts: Contracts wherein, within the scope and duration of transfer, the transferee has exclusive rights to use the intellectual property object, and the transferor is prohibited from signing similar contracts with any third party and can only use the intellectual property object with permission from the transferee.
  2. Non-Exclusive Contracts: Contracts wherein, within the scope and duration of the transfer of usage rights, the transferor retains the right to use the intellectual property object and can sign non-exclusive contracts with others.
  3. Secondary Contracts: Contracts wherein the transferee is the one granted usage rights to the intellectual property object according to another contract.

Content of Contracts Involving Intellectual Property Subjects

Contracts involving intellectual property subjects must include the following key contents:

  • Full names and addresses of both the transferor and the transferee.
  • The basis for transferring usage rights.
  • Type of contract.
  • Scope of transfer, including usage limitations and territorial limitations.
  • Contract duration.
  • Transfer price for usage rights.
  • Rights and obligations of both the transferor and the transferee.

Contracts involving intellectual property subjects must not contain any unreasonable restrictions on the rights of the transferee, particularly restrictions that do not stem from the rights of the transferor, including but not limited to:

  • Prohibiting the transferee from improving the intellectual property object, except trademarks; requiring the transferee to transfer free of charge to the transferor any improvements to the intellectual property object made by the transferee or subjectship rights to those improvements.
  • Directly or indirectly restricting the transferee from exporting goods or services produced or provided under the contract involving the intellectual property object to territories where the transferor holds corresponding intellectual property rights or has exclusive rights to import such goods.
  • Requiring the transferee to purchase all or a certain proportion of raw materials, components, or equipment from the transferor or from a third party designated by the transferor without aiming to ensure the quality of goods or services produced or provided by the transferee.
  • Prohibiting the transferee from challenging the validity of intellectual property rights or the transfer rights of the transferor.

In cases where contracts involving intellectual property subjects contain provisions as described in the above section, such provisions shall be considered null and void by default.

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