Software Protection in Vietnam

In what forms is software protected?

Vietnamese law has no standalone “software protection” regime; software is protected through existing IP subject matter. The first layer is copyright: computer programs are listed in Article 14 of the IP Law as one of the protected types of works. The second layer is trade secrets: undisclosed source code and algorithms may be protected as trade secrets if they satisfy the conditions in Article 84. The third layer is patents: a technical solution using a computer program may be patented if it satisfies the protection conditions — not the computer program “as such”, but the technical solution of which the software is a component.

In addition, software names and application logos are protected as trademarks; distinctive user interfaces may be registered as industrial designs; and databases accompanying software are protected by copyright as derivative works or compilations. An effective software protection strategy combines multiple layers, because each layer covers a different aspect and has different terms and enforcement conditions.

Copyright in computer programs: automatic protection and term

Copyright arises automatically from the moment a computer program is created and fixed in a certain material form, regardless of registration. The owner of a computer program enjoys property rights: reproduction, distribution, rental, communication to the public and other forms of exploitation. Any unauthorised copying, distribution of cracks, or circumvention of technical protection measures is infringement.

On term, Article 27 of the IP Law provides that property rights in a computer program are protected for the author’s lifetime plus 50 years after the author’s death; for co-authored programs, 50 years from the death of the last surviving co-author. Some moral rights (authorship, protection of the work’s integrity) are protected indefinitely. In practice, the commercial life cycle of software is usually much shorter than the protection term — but the long term still matters when dealing with copying of old software or claiming damages.

Why computer programs are not patented “as such”

Article 59 of the IP Law excludes “computer programs” from patentability “as such”. This is consistent with international practice: ideas, pure algorithms and game rules are not technical solutions. However, that does not mean every software-related invention is refused — a technical solution using a computer program to control equipment, process signals or optimise industrial processes may still be patented if it satisfies novelty, inventive step and industrial applicability.

Drawing this boundary requires deep expertise in patent examination and in drafting descriptions and claims. Technology businesses with core software-related technical solutions should consult patent experts before deciding to file — an application drafted the wrong way will be refused for falling into the excluded subject matter, while the same solution presented correctly may be granted.

Copyright registration at the Copyright Office

Although copyright arises automatically, registration is strongly recommended: a Copyright Registration Certificate is direct, high-weight evidence when requesting administrative sanctions, filing lawsuits or negotiating. The registration dossier includes the declaration, a copy of the computer program, documents proving ownership (employment contracts, transfer contracts) and the owner’s papers.

The procedure is carried out at the Copyright Office (Ministry of Culture, Sports and Tourism) under Decree 17/2023/ND-CP, with a 15-working-day time limit for issuing the certificate from receipt of a complete valid dossier. For software companies with many products, a periodic registration process tied to the new-version release cycle should be built — each version with significant changes should be additionally registered.

Trade secrets: the shield for source code

Source code is the most sensitive asset of a software company: once disclosed, competitors can recreate the entire product. Unlike copyright protecting the form of expression, trade secrets protect the technical content itself — provided the information satisfies the three criteria in Article 84 of the IP Law and is actually kept secret through necessary measures.

A source code protection system needs multiple layers: access control to code repositories by authorisation; confidentiality agreements with all personnel and partners accessing the source code; confidentiality clauses in software licensing and distribution contracts; and procedures for when personnel leave. When source code is stolen, the business may request handling of trade secret infringement — but only where it can prove it had applied the necessary confidentiality measures beforehand.

Software development, outsourcing contracts and software licensing

Software is rarely created by a single party: businesses hire outsourcing companies, freelancers, or buy third-party software components. Each relationship must be governed by a contract with clear IP clauses: who owns the copyright in the developed product; the scope of the granted right of use; source code confidentiality obligations; and warranties of non-infringement of third-party rights. Without transfer clauses, the contractor in principle retains copyright — a dispute is only a matter of time.

For software licensing, the model must be clearly distinguished: exclusive or non-exclusive licence, territory, number of users, modification rights, and termination clauses. For the SaaS model, clauses on customer data, service availability (SLA) and data export rights upon termination are points often overlooked but causing major disputes.

Open-source software: licence opportunities and risks

Using open-source libraries and frameworks accelerates development, but each open-source licence is a contract with binding conditions. The biggest risk comes from “copyleft” licences such as the GPL: if GPL open-source code is integrated into a commercial product in a way that creates a “derivative work”, the business may be forced to publish the entire source code of its product under the same licence — a catastrophic consequence for a proprietary business model.

Governance measures: maintain an inventory of all open-source components in use with their licences; an approval process before new libraries enter a project; licence checks during IP due diligence in M&A (open-source contamination is one of the most common findings); and training technical teams on licence compliance. For products with fundraising or sale plans, a clean “open-source health report” is a valuable asset.

Handling copied, cracked software

When cracked, pirated software is detected, businesses have several enforcement routes. Administrative route: request administrative sanctions under Decree 341/2025/ND-CP (effective from 15/02/2026, replacing Decree 131/2013/ND-CP) for copying and distributing unauthorised copies. Criminal route: Article 225 of the Penal Code handles copyright infringement on a commercial scale or reaching certain profit or damage thresholds — with penalties up to 3 years’ imprisonment. Civil route: sue for damages under Article 205 of the IP Law.

In the digital environment, takedown requests should be combined with hosting platforms, forums and e-commerce marketplaces where the crack is distributed. Technical measures are equally important: licensing mechanisms, online authentication, and frequent updates that quickly render cracks obsolete. The overall strategy should be designed as a continuous anti-infringement programme, not one-off reactions.

Software protection checklist and notes for M&A and technology transfer

A software protection checklist for technology companies includes: copyright registration for all products and important versions; trademark registration for software names and logos; a source code security system and comprehensive confidentiality agreements; IP clauses in all development and outsourcing contracts; open-source licence governance; and technical licensing mechanisms against copying.

In M&A transactions, software is a key due diligence subject: check the copyright ownership chain (especially with freelancers and former employees), the open-source licence status, and core technology licence contracts with change-of-control clauses. In technology transfers involving software, clearly distinguish what is ownership transfer, what is a licence, and the obligations for technical support and updates after transfer.

Frequently asked questions