A distributor agreement written around price, volume and territory usually reads fine until the relationship ends, at which point the brand discovers that the product registration, the trademark filing or the customer data it assumed it controlled belongs, on paper, to the party it just parted ways with. The clauses that matter most are the ones nobody expects to need.
💬 Reviewing a draft distribution agreement for Vietnam, or about to sign one? Send it over before you sign — contact Sunsho Trade.
Who holds the product registration, and in whose name
Whichever party is named as the holder of the product declaration or import registration controls the product’s right to be sold in Vietnam, and that holder is usually the importer or distributor, not the brand owner abroad.
For food, this is the declaration holder discussed in our note on the food declaration route — a certificate issued to a named organisation, not to the brand, which does not automatically transfer if the distributor changes. The same structure recurs across other regulated categories: whoever is named on the registration is the party the authorities look to, and a successor distributor has to file its own registration rather than inherit the old one.
Settle three things in the agreement, in writing, before the first registration is filed:
| Question | Why it has to be answered before filing |
|---|---|
| Which party is named as the registration holder | Determines who the regulator recognises as legally responsible for the product on the Vietnamese market |
| Whether the manufacturer’s supporting documents may be reused by a successor | A new holder generally has to build its own dossier from the manufacturer’s technical file, so consent to reuse those documents has to be agreed with the manufacturer, not assumed |
| What happens to the registration if the agreement ends | A certificate standing in the outgoing distributor’s name does not automatically follow the brand to a replacement distributor |
Who owns the trademark in Vietnam, and who is filing it
The agreement should name who files the Vietnamese trademark application, in whose name it is filed, and what licence, if any, the distributor holds to use it — left silent, a distributor’s own filing can become the registered right under Vietnam’s first-to-file system.
Our note on registering the trademark before launch sets out why the filing has to happen early; the distributor agreement is where it gets settled who does the filing and on whose behalf. A brand that lets a distributor “handle the registration” without specifying that the mark is filed in the brand owner’s name can end up as a licensee of its own trademark in its most important local market. Where a Vietnamese-market variant of the logo or a transliterated name is created locally, name who owns that variant too — it is a separate mark from the parent brand’s registration elsewhere.
💬 We can review who is named on the trademark filing, the product registration and the distribution contract as one file, so nothing is assumed across the three. Ask about the review.
Labelling responsibility and who signs off on artwork
Someone has to be named as responsible for the Vietnamese sub-label and for the accuracy of what it says, and that responsibility should sit with whichever party can actually see the finished label before it reaches the shelf.
A brand that approves artwork from abroad without a Vietnamese-language reviewer in the loop is trusting a translation it cannot read for compliance. A distributor asked to sign off on labelling without the underlying test reports and declaration file is signing off on something it cannot verify either. The agreement should specify who drafts the Vietnamese sub-label, who has final approval, and who bears the cost if a labelling error triggers a recall or a rejected shipment.
Exclusivity, territory and what triggers a review
An exclusivity grant is only as useful as the performance conditions attached to it, because an exclusive distributor with no minimum-purchase or reporting obligation can sit on a territory without actively developing it.
| Element | What to pin down |
|---|---|
| Territory | Defined precisely — by province, by channel (retail, e-commerce, HORECA), or both, since a distributor strong in one channel may not perform in another |
| Exclusivity conditions | Tied to a minimum purchase volume, a reporting obligation, or both — not granted unconditionally for the term of the agreement |
| Review trigger | A defined point — an annual volume shortfall, for example — at which exclusivity can be revisited without terminating the whole agreement |
| Online and cross-border sales | Addressed explicitly, since a distributor’s exclusivity in offline retail does not automatically extend to marketplace or direct-to-consumer channels the brand may want to run separately |
Termination and what happens to what the distributor built
The clause that gets the least attention when signing gets the most attention when it matters — what happens to the registration, the trademark filing, the customer list and the remaining inventory once the agreement ends.
Vietnamese contract law does not automatically hand these assets back to the brand on termination; what happens is whatever the agreement says, or, where it says nothing, whatever general contract and property principles supply — which is a worse position to be in than a clear clause. At minimum, address:
- Transfer or cancellation of the product registration, and who bears the cost of a successor distributor re-filing it.
- Confirmation that the trademark was filed in the brand owner’s name, or a licence-termination clause if it was not.
- Ownership and handover of customer and distribution data accumulated during the relationship.
- Treatment of unsold inventory — repurchase, sell-through period, or destruction — and who bears the cost.
- Notice period and grounds for termination, distinguished from termination for cause (such as a labelling or regulatory breach) where a shorter notice or none at all may apply.
Payment, currency and who absorbs a customs or regulatory delay
Payment terms in a distribution agreement usually get written for the ordinary case — the shipment clears on schedule — and left silent for the case where it does not, which is exactly the case that causes disputes.
A shipment held at the border for a state inspection query, or a labelling correction demanded before release, delays the distributor’s ability to sell and therefore to pay. Address, before signing, whether a customs or regulatory hold shifts the payment due date, who bears demurrage or storage charges accrued during the hold, and whether either party can cancel an order affected by a delay past a defined length. Currency and the exchange-rate mechanism for a foreign-currency invoice are worth fixing in the same clause, since a distributor paying in Vietnamese dong against a foreign-currency price list is exposed to a rate movement the brand is not.
| Scenario | Question to answer in the agreement |
|---|---|
| Shipment held for state inspection or labelling correction | Who bears the storage and demurrage cost, and does the payment due date move |
| Exchange-rate movement between order and payment | Which party’s currency governs, and whether a rate band triggers a repricing |
| Distributor cash-flow shortfall | Whether partial shipments or a credit limit apply, and what happens to an order already in production |
Dispute resolution — where, and in what language
A distribution agreement should name the forum for disputes and the governing language before a disagreement makes that a point of leverage rather than a formality.
Vietnamese courts, a Vietnam-seated arbitration centre, or an offshore arbitration seat are all used in practice, and each carries a different cost and enforcement profile — an offshore award still has to be recognised and enforced in Vietnam if the distributor’s assets are here, which is itself a procedure with its own timeline. Whichever forum is chosen, specify the language of the proceedings and of the governing contract text; a contract executed in English with a Vietnamese translation “for reference only” behaves very differently in a dispute than one where the Vietnamese text is stated to govern.
What this checklist is, and is not
This checklist sets out the questions to settle before signing; it is not legal advice on any specific contract.
This is a list of the questions to have answered before signing, not a substitute for a lawyer reviewing the specific contract, the specific product category, and the specific regulatory regime it sits under. A distribution agreement for a food supplement, a cosmetic and an item of machinery each engages different registration and labelling rules, even though the commercial clauses above apply across all three.
💬 Sunsho Trade is a Japanese-managed trading company in Ho Chi Minh City. Where you need someone on the ground to hold the importer-of-record role or coordinate the registration alongside the distributor, see our Selling into Vietnam service or tell us about your situation.
Frequently asked questions
1. Can we require the distributor to file the trademark in our name?
Yes, and the agreement should say so explicitly, naming the brand owner as the applicant and the distributor as, at most, a licensee. Left unstated, a distributor’s own filing becomes the registered right in Vietnam.
2. If we switch distributors, does the product registration move with the product?
Not automatically. A registration is issued to a named holder, and a new distributor generally has to file its own registration, which is why the agreement should address whether the outgoing party’s supporting documents may be reused.
3. Should exclusivity be unconditional for the life of the agreement?
That is a commercial choice, but an unconditional grant removes your leverage if the distributor underperforms. Tying exclusivity to a minimum volume or reporting obligation gives you a review point without ending the relationship outright.
4. Who should approve the Vietnamese label artwork?
Whoever can read it and cross-check it against the declaration file and test reports — usually a party on the ground in Vietnam. Approval from abroad without that check is approving a translation, not the compliance content.
5. What happens to unsold stock when the agreement ends?
Whatever the agreement specifies — repurchase, a defined sell-through period, or destruction. Where the contract is silent, this becomes a negotiation at exactly the point when the two parties are least aligned, so settle it in advance.
This is a general checklist, not legal advice for a specific agreement. Contract terms should be reviewed against the product category, the applicable registration regime, and Vietnamese contract law before signing. Checked on 25 September 2026.