Contracts in the field of Brand & Franchise

In the field of branding and franchising, contracts act as the "backbone" that protects the rights of both the franchisor and the franchisee. A tightly drafted contract that complies with Vietnamese law not only helps limit the risk of disputes but also optimizes long-term business efficiency.

The role of contracts in branding & franchising

A franchise contract is a legal document that stipulates the rights, obligations and responsibilities between the parties. A good contract needs:

• Clearly define the scope of rights to use trademarks and business secrets.
• Detailed regulations on franchise fees, periodic management fees, and profit sharing.
• Clearly state training, technical support and marketing obligations from the franchisor.
• Regulations on mechanisms for resolving disputes, terminating contracts and compensating for damages.

Common types of contracts in franchising

• Franchise contract – regulates all cooperative relationships, intellectual property rights, and financial obligations.
• Goods/service supply contracts - ensuring a unified supply chain according to brand standards.
• Business know-how transfer contract - confidentiality and legal exploitation of know-how.
• Confidentiality Agreement (NDA) – prevents leakage of important information during cooperation.

Benefits when businesses use contract drafting & review services

• Minimize legal risks: contracts are drafted according to Commercial Law, Intellectual Property Law, etc.
• Ensuring legal compliance: in accordance with franchise registration requirements at the Ministry of Industry and Trade.
• Optimize benefits: negotiation terms are built on the basis of balancing interests, avoiding long-term disadvantages.
• Effective dispute resolution: the contract has a provision for choosing a clear dispute resolution mechanism (court or arbitration).

Contract Implementation Process in the field of Brand & Franchise at DEDICA

Step 1. Receive information & determine customer needs

In the early stages, DEDICA works directly with customers to clearly understand the goals, nature of the transaction and direction of cooperation, including:

• Type of contract to be performed;
• Specific information about the brand: trademark registration status in Vietnam or internationally, intellectual property rights, operating model, standard system.
• Franchise scope & area: exclusive / non-exclusive, number of stores, cooperation period, deployment area.
• Related documents: draft contract (if any), legal documents of the parties, business reports, training documents or operating procedures.

Information is received and absolutely confidential, helping DEDICA accurately determine the legal framework and appropriate consulting scope.

Step 2. Analyze, evaluate & quote legal services

After receiving the application, DEDICA's team of lawyers conducts:

• Analyze the applicable legal basis;
• Assess legal and commercial risks;
• Recommend appropriate treatment;
• Send a detailed legal service quote, including:
  • Scope of work (drafting, reviewing, strategic consulting, negotiation support);
  • Implementation time;
  • Transparent service fees, commitment to no additional fees.

Step 3. Draft/Review the Brand & Franchise contract

After the customer agrees to the service, DEDICA carries out the main work — drafting or reviewing the contract, ensuring its strictness and compliance with Vietnamese law and international practices.

(a) Drafting the contract

• Develop clear, detailed, highly enforceable contracts;
• Prepare a bilingual contract (Vietnamese - English / Vietnamese - Chinese) if there are foreign elements.
• Adjust flexibly according to specific cooperation models;

(b) Review existing contracts

Once the customer has a draft from the partner, DEDICA will:

• Review all contract terms, compare them with legal regulations and international trade practices;
• Identify risks and unfavorable terms;
• Provide detailed comments with a table of proposed amendments;
• Consulting on negotiation strategies, helping customers balance benefits and limit long-term risks.

Step 4. Hand over results & Support negotiations - signing contracts

Once completed, DEDICA will:

• Handover of complete contract, including:
  • Vietnamese or bilingual version (Vietnamese - English / Vietnamese - Chinese);
  • Electronic files (Word, PDF) and printed copies (if necessary).
• Explain important terms in detail, helping customers clearly understand their rights, obligations and legal limitations.
• Support for negotiations and signings;
• Consulting after signing (if any):

DEDICA always accompanies from the drafting and signing stages until the franchise model comes into stable operation, ensuring legal compliance and protecting customers' brand value.

DEDICA's services

DEDICA provides comprehensive support:

• Consulting on franchise models in accordance with Vietnamese law.
• Draft new or review and negotiate franchise contract terms.
• Consulting on franchising registration domestically and internationally.
• Representing customers in working with state agencies and partners when there is a dispute.