In a cooperative R&D center, the most valuable asset is on no balance sheet: it sits in the engineers’ heads and in experiment files not yet filed. An R&D BCC therefore does not fail on money-sharing — it fails on whose name is on the patent, how far the foreign party’s background technology may be used, and whether the research team may keep using the results after the contract ends. All three questions need answers before the lab opens.
Registration rights over co-created inventions: the statutory default and the part the parties decide
Article 86 of the Intellectual Property Law (as amended by Law 07/2022/QH15 and Law 131/2025/QH15) assigns the right to register an invention to the organization or individual that invested funds and material facilities for the author under an assignment or hire arrangement, unless the parties agree otherwise. In a BCC both parties invest, so the statutory default gives no tidy answer: the BCC agreement is the answer. Models in use include co-ownership by contribution ratio; ownership by the party leading a research line with an exclusive licence back to the other party in a defined field; or ownership by product line — results belong to whichever party’s product line they serve. Co-ownership sounds fair but is hardest to exploit, since every assignment or third-party licence needs the other co-owner’s consent; ownership by field of use usually runs more smoothly.
Individual researchers keep moral rights and the right to remuneration under Article 135 of the Intellectual Property Law when the invention is commercially exploited. The BCC must budget this remuneration inside the research budget and assign which party pays it; ignoring it makes the researchers themselves — the people holding the project’s secrets — the first motivated complainants.
Background and foreground technology: draw the line with a schedule
The foreign party brings pre-existing technology — background technology — and licenses it only within the project’s scope; new results are foreground technology. The line is drawn not by one definition sentence but by an annexed schedule: list each background patent, know-how package and software item at start, and update it whenever new background technology is introduced. At BCC termination, rights to use background technology end accordingly, while foreground technology follows the chosen ownership clause. Technology transfer into the project, where technology moves from abroad into Vietnam, must be checked against Technology Transfer Law 07/2017/QH14 (consolidated text VBHN 138/2026 after amending Law 115/2025/QH15), including registration cases and the restricted and prohibited technology lists.
After the BCC ends: rights to keep using research results
The most painful scenario is a successful project, an expired BCC, and one party discovering it may no longer use jointly created results to make the product it is selling. The post-BCC clause must settle four things: a continuing licence-back for the party not named on the patent, with its field and duration; who keeps the technical files and test data and who may copy them; which party the research staff move to, with a reasonable non-solicitation commitment; and who continues prosecuting pending applications and at whose cost. Writing these four items while relations are good takes one meeting; litigating them takes years.
Frequently asked questions
1. Research done jointly creates a patent — whose name is on it?
As the BCC agrees. Article 86 of the Intellectual Property Law supplies only a default for the investor who assigned the work where there is no other agreement; where both parties co-invest, workable models are co-ownership, ownership by research line, or ownership by field of use with a licence to the other party.
2. Is the technology the foreign party brings in protected?
Yes, if the background technology is listed in an annexed schedule and the BCC grants only a right of use within the project scope. Without a schedule, proving in a dispute what was the foreign party’s pre-existing technology and what was created in cooperation is extremely difficult.
3. What happens to rights to use research results when the BCC ends?
Whatever the post-BCC clause says: a continuing licence for the non-owning party, rules on technical files and test data, and arrangements for pending applications. A BCC silent on the post-termination phase has the most serious defect of this model.
4. What rights do individual researchers have in project inventions?
They keep the author’s moral rights and the right to remuneration when the invention is commercially exploited, under Article 135 of the Intellectual Property Law. The BCC must budget this and assign the paying party from the research budget.
5. What is the drawback of co-owning a patent?
Every exploitation with third parties — assignment, licensing — needs the other co-owner’s consent, slowing commercialization and inviting deadlock when relations sour. Many projects choose single ownership by field with cross-licences to avoid this trap.
This article has been quality-reviewed by the FLAW AI Legal Council