Who owns IP created by employees in Vietnam?

Who owns IP an employee creates in Vietnam by default?

By default, the employer. When an employee creates IP in the course of work they were assigned, Vietnam’s Intellectual Property Law gives the resulting rights to the employer rather than the individual — the economic rights in copyright works and the right to register inventions and designs — unless the employment contract says otherwise. The governing instrument is Law No. 50/2005/QH11, in force since 1 July 2006 and most recently amended by Law No. 07/2022/QH15 (effective 1 January 2023), which sorts employee-created IP into two families, copyright and industrial property, with a slightly different default owner for each.

For copyright works — software, UI and graphic designs, written and other creative material — Article 39 gives the organisation or individual that assigned the task the copyright’s economic rights and the right to publish, unless the parties agree otherwise.12 For inventions, industrial designs and layout-designs, Article 86 gives the right to register, and therefore to own, to the organisation that supplied the funding and material facilities through a job assignment or hiring — not to the individual inventor — again unless the parties agree otherwise.1 In both cases the rule is a default you can contract around, which is exactly why the contract wording matters.

What is the difference between moral rights and economic rights?

Owning the work is not the same as owning everything about it. Vietnamese law separates the economic rights — the commercial rights to copy, use, license and publish, which can be owned by the employer — from the author’s moral rights, which are personal to the individual. Under Article 19, an author has four moral rights: to title the work, to be named as author, to publish it, and to protect the work’s integrity. Only the publication right can sit with the employer; the rights to be named and to the integrity of the work stay with the individual author and cannot be assigned.1

Patents work the same way. Vietnamese law distinguishes the owner of an invention from its author — the inventor. Even when the employer owns the patent, the employee who created the invention remains the legally recognised author, with a perpetual right to be named on the protection title and a right to be paid inventor’s remuneration.1 If a company uses an employee’s patented invention and the two have not agreed a figure, Article 135 (as amended in 2022) sets a statutory minimum of 10% of the pre-tax profit the owner earns from using the invention, plus 15% of any licensing income it receives; the parties may agree a different amount.14 This matters most for genuinely patentable engineering or hardware work; for day-to-day software copyright it rarely bites, but the right to be named is always present.

Do I need an IP assignment clause in a Vietnam employment contract?

Yes — and more than a clause for some rights. The default ownership rules do most of the work, but they can be displaced by agreement, so a clear written assignment removes any argument and squares the chain of title. The formalities differ by IP type, and getting them wrong is the common way ownership silently fails to move.

Transferring copyright economic rights is done by a written assignment contract that sets out the parties, the rights assigned, the price and payment method, the parties’ obligations and liability for breach (Articles 45–46). The author’s moral rights, apart from the right to publish, cannot be assigned at all.13 Transferring ownership of a registered industrial-property right — a patent or a registered design — also needs a written assignment contract (Article 138), but it carries an extra step: for registered rights the assignment takes legal effect only once it is recorded with Vietnam’s Intellectual Property Office (Article 148).1 A signed deed that is never recorded does not complete the transfer of a registered right.

At a minimum, an employment contract that handles IP well should: confirm that work created in the course of employment belongs to the employer (displacing any “unless otherwise agreed” doubt under Arts. 39 and 86); include a present assignment of economic rights and a duty to sign any further documents; record the author’s acknowledgement of moral rights and any agreed inventor-remuneration terms; and pair with a confidentiality agreement. These sit alongside the ordinary contract, probation and working-hours rules covered in Vietnam’s labour law and employment-contract basics.

Who owns IP when I hire through an EOR in Vietnam?

By default, the EOR — not you. Because Vietnamese law vests employee-created IP in the legal employer, and because the EOR is the legal employer, the EOR — not the overseas client who directs the work — is the default owner of what the staff create. There is no employer-of-record IP statute that redirects this to the client automatically, so getting the IP to your company takes a deliberate, two-step contractual chain. It is a specific, often-overlooked risk for a foreign company hiring this way.

1. Employee to EOR

   By default the EOR, as the task-assignor and funder, owns the copyright economic rights (Art. 39) and the right to register inventions and designs (Art. 86). Good practice is to confirm this expressly in the labour contract so there is no “unless otherwise agreed” gap.

2. EOR to client

   A separate written assignment is needed to move ownership to you: copyright by written contract (Arts. 45–46), and registered industrial property by written contract recorded with the IP Office to be effective (Arts. 138, 148). This is usually an IP-assignment clause in the EOR service agreement, plus a recordable assignment deed where a patent or registered design is involved.

3. What cannot be assigned

   The employee-author’s moral right to be named and an inventor’s statutory remuneration stay with the individual (Arts. 19, 122, 135). These are not yours to take by assigning the IP, whichever route you use.

Because this is structuring practice built on the IP Law rather than a codified EOR rule, treat client ownership as something you engineer in the contracts, not as automatic — and have the assignment wording checked by Vietnamese counsel. The same two-step logic applies to anything your team ships, which is why it matters most when you hire developers in Vietnam or any role whose output is the product. It is also one of the nine things to test when you choose an EOR provider.

How are trade secrets and confidentiality protected?

Assignment settles who owns the output; confidentiality protects the know-how behind it. The Labour Code 2019 expressly allows a written agreement to protect an employer’s business and technological secrets, including the scope of what is protected, its duration, and compensation for breach (Article 21.2).3 This is the proper home for source code, algorithms, customer data and unpatented methods that assignment alone does not cover, and it is the vehicle most EOR arrangements use to extend protection to the client.

Serious disclosure of business or technology secrets, or IP infringement causing serious harm, is also one of the statutory grounds on which an employer may lawfully dismiss an employee as a disciplinary measure (Article 125).3 A confidentiality agreement and a post-employment restraint are different instruments with different enforceability; the restraint side is a genuine grey area in Vietnam, which we cover in non-compete agreements in Vietnam. Where confidentiality touches personal data — customer or HR records a departing employee handled — the handling rules in the PDPL and HR data in Vietnam apply too.

How EOR Vietnam builds IP assignment into the contract

EOR Vietnam is the legal employer of your Vietnamese hire, so we build the IP chain in from day one rather than leaving it to chance. The labour contract we sign with the employee confirms that work created in the course of employment belongs to the employer and includes a present assignment of economic rights, and our service agreement with you assigns that IP onward to your company — a written copyright assignment, plus a recordable assignment deed where a patent or registered design is involved so the transfer is effective under Articles 138 and 148. Every contract also carries a confidentiality agreement under Article 21.2. What we cannot and do not purport to sign away is the author’s right to be named and an inventor’s statutory remuneration, because Vietnamese law keeps those with the individual.

Our service fee is a flat US$149 per employee per month for Vietnamese nationals — the same fee whatever the salary, seniority, role or location in Vietnam, as of October 2026 — and it covers the contract drafting, IP-assignment and confidentiality wording as standard. There are no setup, onboarding, offboarding, contract or payslip fees, and no hidden fees; a refundable security deposit equal to two months of the employee’s employment cost (gross salary plus statutory employer contributions) is held for the engagement and returned at the end, less any unpaid amounts. Foreign nationals who need a Vietnamese work permit are quoted separately. Gross salary and the statutory employer contributions are passed through at cost. You can request a costed quote, see the full EOR Vietnam cost breakdown or browse the Vietnam employer guides; teams granting equity should also read employee stock options in Vietnam.