An exclusive patent license in Vietnam lets the licensee use the patented invention “as the owner” within the agreed scope and term — even the licensor must ask the licensee’s permission to use the invention itself. A non-exclusive license, by contrast, lets the licensor keep using the invention and license others. Choosing between the two determines market exclusivity, pricing, and legal obligations.
Exclusive vs non-exclusive: the legal difference
Under Article 143 of Vietnam’s IP Law (Consolidated Document 67/VBHN-VPQH 2026), contracts for the use of industrial property objects come in three forms:
- Exclusive: within the licensed scope and term, the licensee exclusively uses the object. The licensor may not sign any use contract with third parties and may only use the object itself with the licensee’s permission.
- Non-exclusive: the licensor retains the right to use the object and may sign non-exclusive contracts with others.
- Secondary (sub-license): the licensor is itself a licensee under another contract.
The key trap: under an exclusive license, the patent owner cannot even use its own invention within the licensed territory without the licensee’s consent — a restriction many owners overlook.
Special obligation of the exclusive licensee
Article 142.5 provides that a licensee under an exclusive patent contract must use the invention as the owner (per Article 136.1). If the licensee “sits on” the right without using it, the invention may be subject to compulsory licensing under Article 145.1(b). When negotiating, licensees should secure a clear minimum performance clause, and licensors should keep a clawback right if the licensee fails to exploit the invention within a set period.
Legal framework and the new registration rule
Applicable instruments:
- IP Law — Consolidated Document 67/VBHN-VPQH (23 March 2026), including Law 131/2025/QH15 effective 1 April 2026;
- Decree 65/2023/ND-CP (amended by Decrees 15/2026, 33/2026 and 100/2026/ND-CP, effective 1 April 2026) and Circular 10/2026/TT-BKHCN (effective 1 April 2026);
- Technology Transfer Law 2017 (amended by Law 115/2025/QH15, effective 1 April 2026);
- Civil Code 2015 — Article 129.
Important new rule — Article 148.3 IP Law (amended by Law 131/2025): contracts for the use of industrial property objects — except trademark use contracts — must be registered with the competent state authority to have legal effect against third parties. In practice:
- A patent license contract is valid between the two parties as agreed without registration (Article 148.2);
- But without registration, the licensee cannot assert the right against third parties (e.g., a subsequent buyer of the patent).
Note: Article 149 has been repealed — it no longer contains registration dossier rules. The dossier now follows Decree 65/2023 (2026 amendments) + Circular 10/2026: declaration form (Form No. 15, Appendix I of Decree 100/2026), original/certified copy of the contract, consent of co-owners if any, power of attorney, fee receipts. Filing place: the People’s Committee of the province/centrally-run city under Decree 100/2026, processing time 60 days.
The contract terminates automatically when the licensor’s industrial property right terminates (Article 148.4) — parties should agree in advance on handling of prepaid license fees in this case.
Which license type should you choose?
Choose exclusive when:
- You need to keep competitors out of the technology in Vietnam;
- You commit major production investment and must ensure no one else uses the technology in that scope;
- You accept higher fees and the obligation to use the invention as the owner.
Choose non-exclusive when:
- You want to maximize royalty revenue from multiple licensees;
- You only need usage rights without excluding competitors;
- You want flexibility to keep using and license others.
Mandatory contents and void clauses
Article 144.1 requires seven essential contents: names/addresses of parties; transfer basis; contract type; transfer scope (use limitations, territory); term; price; rights and obligations. The contract must be in writing (Article 141).
Unreasonably restrictive clauses are automatically void (Articles 144.2–144.3): banning the licensee from improving the object; forcing free transfer of improvements; restricting exports; forcing exclusive purchase of materials not needed for quality assurance; banning challenges to the validity of the IP right.
Overlap with the Technology Transfer Law
If a license transaction with a foreign parent is structured as a technology transfer contract, stricter rules apply: Article 31 of the 2017 Technology Transfer Law mandatorily requires registration of technology transfer contracts for transfers from abroad into Vietnam, from Vietnam abroad, and domestic transfers using state funds; under Article 24.3, such a contract takes effect only from the issuance of the Technology Transfer Registration Certificate. Businesses should determine which regime governs their transaction before signing.
Risks and recommendations
- Register to protect against third parties: although not required for validity between the parties, a patent license should be registered at the provincial People’s Committee for effect against third parties (Article 148.3).
- Review pre-1-April-2026 contracts: retroactive application of Article 148.3 to unregistered existing contracts is unclear — supplementary registration is recommended for safety.
- Verify the licensor’s standing: confirm the patent remains valid and the licensor is the lawful owner; agree on consequences if the right terminates (Article 148.4).
FAQ
Is an unregistered patent license valid?
Yes — between the parties, the contract is valid as agreed (Article 148.2). But it has no legal effect against third parties until registered (Article 148.3).
May an exclusive licensee grant sub-licenses?
No, unless the contract permits — Article 142.3 prohibits the licensee from signing secondary contracts without the licensor’s permission.
Where is the license registration filed?
At the People’s Committee of the province/centrally-run city under Decree 100/2026/ND-CP (online via the National Public Service Portal or in person/by post to the provincial Public Administration Service Center), processing time 60 days.
References
- Intellectual Property Law — Consolidated Document 67/VBHN-VPQH (23 March 2026), including Law 131/2025/QH15 (effective 1 April 2026): Articles 141, 142, 143, 144, 148, 150.
- Decree 65/2023/ND-CP (amended by Decrees 15/2026, 33/2026, 100/2026/ND-CP).
- Circular 10/2026/TT-BKHCN (effective 1 April 2026).
- Technology Transfer Law 2017 (amended by Law 115/2025/QH15): Articles 24, 31.
- Civil Code 2015: Article 129.
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See also: Infringement of Intellectual Property Rights: When Is Criminal Prosecution Triggered? and FDI Enterprises Under Tax Evasion Investigation: Procedures and Enterprise Rights.
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This article is for general reference only and does not replace legal advice for any specific case.
Content quality-reviewed by the AI Legal Council; not reviewed by a human lawyer.