The distribution contract ended 3 months ago, but your ex-“agent” still advertises on Facebook and Shopee with your brand — even using your logo, your product photos, calling themselves an “authorized distributor.” Customers are confused; your new distributor is furious about losing market share to your own brand.
This is no longer an ordinary contract dispute — it’s intellectual property infringement, and the law gives you far stronger tools than a contractual damages claim. The key is following the right 4-step sequence.
Legal framework (in force as of 17 October 2026)
- Intellectual Property Law 50/2005/QH11 (amended 2009, 2019, 2022 — in force):
- Article 129: acts deemed to infringe trademark rights — including using signs identical or similar to a protected trademark without the owner’s permission, for identical or similar goods/services.
- Trademark owners may demand cessation, public apology/correction, and damages.
- Civil Code 91/2015/QH13: Articles 419, 429 (damages, 3-year limitation).
- Administrative sanctions legislation in the IP field: trademark infringement may draw administrative fines, seizure of infringing goods, and suspension.
The precondition for the entire strategy: your trademark must be registered in Vietnam (Trademark Registration Certificate from the IP Office of Vietnam). Without registration, you’re left with far weaker routes (well-known mark protection, or unfair-competition claims for confusion) — an expensive lesson in preventive registration.
Step 1: Secure infringement evidence (now, quietly)
Before alerting the other side, lock down evidence — because once they know you’re preparing action, the posts and websites will “vanish” overnight:
- Screenshot everything: Facebook/Zalo/Shopee/Lazada listings, websites, shop signage — with URLs and timestamps. Use timestamped archiving tools (or a bailiff-issued record — highly probative in court).
- Mystery shopping: buy from the ex-distributor’s channel; keep invoices, confirmation messages, packaging, the product — proving they are actually trading in your branded goods.
- Record initial damage: confused-customer complaints, sales drops in their area, the new distributor’s grievances.
- Cross-check the old contract: which clauses governed trademark use during the term, and the duty to cease use afterward? If the contract lacks this — note the lesson for next time.
Step 2: Cease-and-desist letter
Send a formal written demand requiring the ex-distributor to:
- Immediately stop all use of your trademark, logo, images, and trade name across all channels (online and offline).
- Remove all infringing content within a fixed period (7–14 days).
- Commit in writing not to repeat.
- State clearly: non-compliance will trigger complaints to the authorities and a civil damages lawsuit.
Deliver by registered post with confirmation + email. Many cases stop here — because the ex-distributor knew they were wrong but gambled that you’d do nothing. A serious letter citing the right provisions shows them you will act.
Step 3: Administrative complaint — the fast, cheap strike
If the letter fails, the administrative route is usually faster and cheaper than civil litigation:
- File a complaint with the Inspectorate of the Department of Science and Technology or market surveillance authorities, attaching infringement evidence and your Trademark Registration Certificate.
- Authorities may: impose administrative fines, order cessation, seize infringing goods, order takedown of online infringing content.
- Advantages: no court fees, usually faster processing, and the administrative penalty decision later becomes powerful evidence if you proceed to civil court for damages.
In parallel, for marketplace violations (Shopee, Lazada, TikTok Shop), use the platforms’ IP complaint mechanisms — major platforms take down trademark-infringing listings fairly quickly with a complete certificate filing.
Step 4: Civil lawsuit for damages
When losses are significant (lost customers, serious sales decline) or the infringer deliberately repeats, sue in court:
Available claims:
1. Order to cease the infringement.
2. Order for public apology and correction (published in mass media).
3. Damages: material losses (lost sales, enforcement costs, legal fees) and, where actual loss is hard to prove, statutory damages — IP law allows courts to set compensation within the statutory frame.
4. Destruction of infringing goods (for counterfeits).
Proving damages in trademark cases — the hardest part:
– Compare sales before/during/after the infringement period in affected areas.
– Extra marketing spend to “win back” confused customers.
– Consumer-confusion surveys (budget permitting — very persuasive in court).
– The infringer’s illicit profits (infringing listings’ sales × estimated margin).
Prevention for the next distribution contract
Every case like this traces back to a distribution contract missing key clauses. New contracts need 4 trademark “locks”:
- Scope of trademark use: what the mark may be used for (advertising, sales), where, during the contract term — any use beyond scope is breach.
- Post-termination cessation duty: within X days after termination/expiry, the distributor must remove all signage, online content, and branded packaging; destroy or return branded materials.
- Penalty for post-termination use: a specific penalty (within the 8% cap of Article 301 of the Commercial Law) + the right to claim damages beyond the penalty.
- Audit and enforcement: your right to audit their trademark use; a graduated enforcement mechanism (warning → penalty → termination + suit).
And most important, do before signing any distribution deal: register the trademark in Vietnam (and key export markets). Without the Registration Certificate, every tool above loses half its force.
Realistic timelines: how long each step takes
Enforcement fails more often from bad timing than bad law. Plan the 4 steps with honest calendars:
- Cease-and-desist letter (Step 2): give 7–14 days to comply. Most infringers who will stop do so here — within two weeks, at the cost of one letter.
- Platform takedowns (parallel): major e-commerce platforms typically act within days to a few weeks on a complete filing (certificate + links + comparison). File on day one — it is the fastest lever you have.
- Administrative complaint (Step 3): usually 1–3 months from filing to a penalty decision. No court fees, and the decision becomes evidence for the next step.
- Civil lawsuit (Step 4): expect 6–18 months for a first-instance judgment in an IP case, longer if damages are contested.
The sequencing matters: send the letter and file platform takedowns immediately (fast pressure), start the administrative complaint in parallel (medium-term strike), and reserve litigation for when damages are worth pursuing. Never sit waiting for one step to fail before starting the next — in infringement, speed of pressure decides outcomes more than perfection of paperwork.
FAQ
1. The ex-distributor says “I’m just selling off genuine remaining stock, not counterfeits.” Infringement?
Yes, if the trademark use (logo, trade name, images) in advertising/sales continues after the usage right ended without your permission. “Genuine goods” doesn’t grant them trademark rights. They may sell off stock (if the contract/agreement allows) but in ways that don’t confuse — e.g., not calling themselves an “authorized distributor.”
2. I haven’t registered the trademark. Any remedy?
Much harder. The strongest tool (Article 129 of the IP Law) requires the mark to be protected (registered). Without registration, you rely on: well-known mark protection (very hard to prove) or competition-law claims for confusion. Lesson: register before doing business — registration costs a fraction of one lawsuit.
3. Administrative complaint or civil suit — which to choose?
They’re not mutually exclusive — run them in parallel. Administrative: fast, cheap, effective at stopping the conduct now. Civil: for recovering damages. Smart practice: file administratively first (the penalty decision becomes evidence), then sue for damages with a “warmed-up” file.
4. They’re only using a similar name, not the identical logo. Still infringement?
Possibly. Article 129 covers use of signs similar to the protected mark for similar goods/services where consumer confusion results. Assessing “confusingly similar” is for the authority/court based on the overall impression — a near-identical name + same industry + same market area usually suffices.
5. Can I get e-commerce platforms to remove infringing listings?
Yes. Major platforms (Shopee, Lazada, TikTok Shop) all have IP-complaint mechanisms. Prepare: Trademark Registration Certificate, infringing listing links, comparison evidence. Platforms typically act within days to weeks — far faster than courts, so make this a parallel step from day one.
References
- Intellectual Property Law No. 50/2005/QH11 (amended 2009, 2019, 2022): Art. 129 (trademark infringement acts) — in force as of 17/10/2026.
- Civil Code No. 91/2015/QH13: Art. 419 (damages), Art. 429 (limitation) — in force as of 17/10/2026.
- Administrative sanctions legislation in the intellectual property field — in force as of 17/10/2026.
This article was drafted by the AI Legal Council and has not been reviewed by a licensed human lawyer. It is for reference only and does not constitute legal advice for any specific matter.
This article has been quality-reviewed by the FLAW AI Legal Council