Short answer: YES — a trademark license (contract for the use of a trademark) that is not registered with the Intellectual Property Office of Vietnam remains fully valid between the parties. The old belief that “an unregistered industrial property use contract is void” no longer applies to trademarks as of 1 April 2026. Any argument that “no registration = invalid” for trademark licenses is wrong under current law.
1. The new rule from 1 April 2026: an exception carved out for trademarks
Clause 52, Article 1 of Law No. 131/2025/QH15 amended Clause 3, Article 148 of the IP Law (Consolidated Document 67/VBHN-VPQH, effective 1 April 2026), adding the phrase “except contracts for the use of trademarks”. The consequences:
- Contracts for the use of industrial property subject matters (except contracts for the use of trademarks) must still be registered with the state IP authority to be legally effective against third parties.
- Trademark use (license) contracts are expressly excluded from this registration requirement.
- Under Article 148.2, a contract for the use of an industrial property subject matter takes effect as agreed by the parties — so a trademark license derives its validity from the parties’ agreement, not from registration.
2. Why register a trademark license if it is not mandatory?
Registration is voluntary, not a condition of validity — but it has practical value: it gives the contract effect against third parties (e.g. a subsequent assignee of the mark, or in disputes with outsiders). In short: unregistered, the contract still binds the signatories; registered, it better protects your position against third parties.
3. Distinguish from patent and industrial design licenses
The “except trademark use contracts” carve-out applies only to trademarks. Patent, industrial design and layout-design licenses remain subject to Article 148.3 — registration is still required for legal effect against third parties. Do not extend the trademark regime to other subject matters.
4. Transitional note: contracts signed before 1 April 2026
For contracts concluded before 1 April 2026, relations with third parties arising before that date remain governed by the old law. Parties should review ongoing license contracts and update their terms to fit the new framework, especially where third parties are involved or an assignment of the mark is contemplated.
5. Practical recommendations
- Even though optional, consider registering a trademark license where the mark has significant commercial value or third-party dispute risk.
- Spell out the license scope (exclusive/non-exclusive), term, territory, royalties and quality-control obligations for goods bearing the mark.
- Keep complete performance records to prove the contract’s validity when needed.
Legal note: This article is for reference only and is not legal advice for any specific matter. Laws and regulations may change; consult the current legal texts or a lawyer before acting.
Transparency: This content was produced and quality-checked by FLAT Law Firm’s AI Legal Council under internal procedures; it has not been reviewed by a human lawyer.
