An engineer develops a new production process during working hours, a programmer writes the company’s core software, a designer creates product packaging — does that intellectual property belong to the employee or the company? The answer is not always “the company pays the salary, so the company owns it.” Under the rules in force as of October 2026 — notably amendments effective 1 October 2025 and 1 April 2026 — this guide explains ownership of employee-created intellectual property in Vietnam.
1. Patents, industrial designs, layout designs: who may file? (Article 86)
Article 86 of the IP Law (Consolidated Document 67/VBHN-VPQH 2026) provides three cases:
| Case | Right to file belongs to |
|---|---|
| (a) The author creates it with their own effort and expense | The author (employee) |
| (b) An organization/individual invests funds and material facilities in the author by way of assignment or hiring | The investing organization/individual — unless otherwise agreed |
| (c) [NEW] An organization assigned to manage, use and own the results of state-funded science, technology and innovation tasks | The assigned organization (Law 93/2025/QH15, effective 1 October 2025) |
The key point for businesses: case (b) is the default rule — where the company assigns the work and invests resources, the filing right belongs to the company unless otherwise agreed. But the boundary between “work performed as assigned” and “self-initiated creation outside hours on personal equipment” is a frequent source of disputes. The only reliable solution: a written agreement in the employment contract or a separate IP agreement.
Note: Article 86a has been repealed — do not cite it. Where several organizations/individuals jointly create or invest, all hold the filing right, exercisable only with unanimous consent.
2. Copyright in works: software, documents, designs (Article 39)
For works (computer programs, technical documents, articles, graphic designs), Article 39 provides: an organization that assigns the creation of a work to an author who is its member owns the economic rights (Article 20) and the right of publication (Article 19(3)) — unless otherwise agreed.
The employee-author retains the remaining moral rights: to title the work, to be named (real name or pseudonym), and to protect the integrity of the work. The company cannot strip these rights even while owning all economic rights.
3. Remuneration for authors: the 10% / 15% statutory minimum (new Article 135)
A point many businesses miss. Article 135 (amended by the Law on Science, Technology and Innovation 93/2025/QH15, effective 1 October 2025) provides:
- Principle: remuneration follows the agreement between the owner and the author.
- No agreement — statutory minimums apply:
- Owner exploits the subject matter itself in production/business: 10% of pre-tax profit corresponding to the value the invention/industrial design/layout design contributes to the products, services or business operations.
- Owner licenses the subject matter: 15% of the total amount received each time payment is collected from the licensing, calculated before tax.
4. The employee-author’s right of attribution (Article 122)
Even where filing and ownership rights belong to the company, the employee-author’s name must appear on the protection title and related publications. This moral right is non-transferable — it survives the end of the employment relationship.
5. Employees using AI at work
New from 1 April 2026: Decree 100/2026/ND-CP (new Article 10a) provides that industrial property subject matter created with the use of AI systems is only protectable where a human made a significant contribution — four cumulative criteria (defining the problem including the solution idea; selecting input data, objectives and parameters from human creative ideas; evaluating, refining so as to alter the core structure/function and create new value; deciding the final result). A qualifying person is deemed the author (Article 122(1)). Businesses should document AI-assisted workflows to evidence employee contribution at filing.
IP clauses checklist for employment contracts
- Define the scope of “assigned tasks” and resulting IP.
- Agree on filing and ownership rights (clearer than the Article 86/39 defaults).
- Set an author remuneration mechanism (avoid passive application of the 10%/15% minimums).
- Confidentiality and non-compete duties covering trade secrets.
- Handover and contribution-recording procedures on departure.
Frequently asked questions
1. An employee invents something off-hours on a personal computer — what rights does the company have?
Article 86(a): the filing right belongs to the author, unless the employment contract agrees otherwise covering this case.
2. Is a company in breach if it pays no remuneration to the employee-author?
Potentially in breach of Article 135 where there is no agreement and the 10%/15% minimums are not paid.
3. Must the company still name a departed employee on the protection title?
Yes. Moral rights (attribution) exist independently of the employment relationship.
Legal sources
- Law on Intellectual Property — Consolidated Document 67/VBHN-VPQH 2026 (consolidating Law 131/2025/QH15, effective 1 April 2026): Article 86 (right to file), Article 39 (organization assigning tasks as copyright owner), Article 121 (owner of industrial property subject matter), Article 122 (author’s moral rights).
- Law on Science, Technology and Innovation 93/2025/QH15 (effective 1 October 2025): Article 71(7) — amending Article 86 (new point c) and Article 135 (10%/15% remuneration); repealing Article 86a.
- Decree 100/2026/ND-CP (1 April 2026): new Article 10a — AI-assisted industrial property subject matter.
Transparency: This article was prepared by AI within the FLAW AI Legal Council workflow; it is not advice from a human lawyer and does not replace legal advice for your specific case.
FLAT Law Firm advises businesses on building internal IP policies — from employment contract clauses and confidentiality agreements to protection filings and dispute resolution. Contact us for advice on your specific case.
This article is pending review by the QA Council.