1. How to understand franchising

Pursuant to Article 284 of the 2005 Commercial Law, it is stipulated as follows:

Franchising is a commercial activity whereby the franchisor allows and requires the franchisee to personally purchase and sell goods and provide services under the following conditions:

- Allows the franchisee to personally purchase and sell goods and provide services. The implementation must be carried out according to the business organization method prescribed by the franchisor and be associated with trademarks, trade names, business secrets, business slogans, business symbols, and advertising. of the franchisor;

- When transferring rights, the franchisor has the right to control and assist the franchisee in operating the business that they have transferred.

Pursuant to Article 285 of the 2005 Commercial Law, regulations on franchise contracts are as follows: When signing a franchise contract, it must be made in writing or in another form with equivalent legal validity. Thus, when ceding commercial rights, a contract must be drawn up and the franchise contract must be made in writing or in another form with equivalent legal value.

Pursuant to Article 5 and Article 6 of Decree 35/2006/ND-CP amended and supplemented by Decree 08/2018/ND-CP stipulating conditions for transfer of commercial rights for the transferor and recipient Transfer: Traders are allowed to grant commercial rights when the business system intended to be used for franchising has been in operation for at least 1 year.

Accordingly, franchising is one of the forms of commercial activities in which the franchisor will allow the franchisee to use trademarks, trade names, business secrets, business slogans, and symbols. business and advertising of the franchisor to conduct business activities and according to regulations, traders are allowed to transfer commercial rights when the business system intended to be used for transfer has been in operation for at least 01 year.

2. Service of drafting commercial rights transfer contracts in Ba Ria - Vung Tau

Recently, Truong Quyen Law Office - Davilaw Branch is implementing the service of drafting commercial rights transfer contracts in Ba Ria - Vung Tau for customers who are in need of transfer. Contract drafting services at Truong Quyen Law Office - Davilaw Branch include the following contents:

- Customers are advised on the conditions for transferring commercial rights as well as informed about the rights and obligations of the transferor and transferee;

- The customer is informed about the contents in the contract and the Lawyer will consider and evaluate the customer's wishes when including the content the customer wants in the contract;

- Customers are informed about the legal risks when signing a franchise transfer contract;

- Customers are informed about the term of the franchise transfer contract as well as advised on the effective date of the franchise transfer contract;

- Customers know the costs and procedures for transferring commercial rights;

There are also additional services such as exchange, negotiation, and agreement with the transferee or transferor when the parties have conflicts during the transfer process. In case legal risks lead to lawsuits, Truong Quyen Law Office - Davilaw Branch will participate in litigation.

- Finally, when we grasp the information, conditions, rights and obligations between the parties, we proceed to draft the contract. Below, we provide customers with a sample commercial rights transfer contract according to the form prescribed by law, specifically as follows:

SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

FRANCHISE AGREEMENT

- Pursuant to the 2005 Commercial Law;

- Pursuant to Decree No. 35/2006/ND-CP detailing the Commercial Law on commercial franchising activities;

- Based on the needs and capabilities of the parties.

Today is...24.. month ..07.. year ……2023..., at………Tran Duy Hung - Hanoi…………………………, we include:

FRANCHISOR: …………Nguyen Van A…................... .......

(Hereinafter referred to as Party A)

Business registration certificate No.……530…….issued by……Business Registration Office…………on 09…/…02/…1997….

Tax code: .......0314537155............

Address: ..........Tran Duy Hung........................................... Phone : . .................

Representative: .............Nguyen Van A..................... Position: ........................ 

FRANCHISEE:……Tran Van B……….............…………

(Hereinafter referred to as Party B)

Date of birth: 09…/02…/…1980….

ID card number: .........09877654.................... issued date: 10…/…05/…2021…. at: .......Immigration Department Management Agency...................

(Business registration certificate No.………….issued by………date…/…/…)

Address: ............................................... ...............................

Bank account: .............................................

Considering:

Mr. A is a legal entity established and operating legally in accordance with Vietnamese law. Party A is the unit that has established, operated, and developed the commercial ................................ system brand .............................. (hereinafter referred to as “System”) on the territory of Vietnam.

Party B is a legal entity established and operating legally in accordance with Vietnamese law (individual) with business needs .................... ............ carries the brand ................................ that Party A are trading.

Therefore, the two parties agreed to sign a franchise contract with the detailed content of the contract as follows:

ARTICLE 1: FRANCHISE CONTENT

ARTICLE 2: SCOPE OF TRADE FRANCHISE

ARTICLE 3: RIGHTS AND OBLIGATIONS OF PARTY A

ARTICLE 4: RIGHTS AND OBLIGATIONS OF B

ARTICLE 5. DISTRIBUTION OF RIGHTS AND RESPONSIBILITIES IN THE MANAGEMENT, ADMINISTRATION AND FINANCE OF THE STORE.

ARTICLE 6: PRICES, PERIODIC FRANCHISE FEES AND PAYMENT METHODS

ARTICLE 7: VALIDITY PERIOD OF THE CONTRACT

ARTICLE 8: SUSPENSION OF CONTRACT, TERMINATION OF CONTRACT AND DISPUTE RESOLUTION

ARTICLE 9: PENALTY OF CONTRACT AND COMPENSATION FOR DAMAGES

ARTICLE 10: FORCE MAJEURE

ARTICLE 11: GENERAL PROVISION

This contract consists of 4 pages, takes effect from the date of signing and is made into two copies, each party keeps one copy, all copies have the same legal value.

                                 Party A                                                                              Party B