Senior Partner, Corporate and M&A
Vietnam contracts: manufacturing, distribution, labor.
Vietnam is listed for manufacturing, exclusive distribution, and labour paper — a make-for-us story, not English SaaS. Scope is captured; a standing Vietnamese lawyer is not promised.
This corridor is listed so you can scope the contracts. Orbid does not promise that a named lawyer is standing by in Vietnam today. Scope requests are accepted, and delivery timing depends on a licensed local professional confirming the Matter Pack. If you need delivery now, Thailand and Germany are the live corridors.
What is different about Vietnam factory and channel paper?
- 01The private-law pair is the Civil Code plus the Commercial Law. Vietnamese language is often required for certain filings and for labour paper.
- 02The factory corridor is the commercial centre: OEM, ODM, quality agreements, manufacturing, supply, and exclusive distribution. Mould ownership, yield, and after-sales spare parts belong in the pack as client facts.
- 03Labour Code 2019 plus internal labour regulations (ILR) are documents a mid-market client may already hold. Whether the first hire is employment or contractor is a gap for local review.
- 04Technology-transfer registration culture is the IP plot. Counterparties and some authorities still treat transfer as a registered event, not only a licence sentence in an English MSA.
- 05Exclusive distribution carries competition-law sensitivity, including e-commerce territory. Record exact territory, products, minimums, and leftover stock — whether exclusivity is lawful stays a gap for local review.
Startup pack: NDA plus exclusive or non-exclusive distribution, or a first OEM/ODM paper, plus first employment. Default single-matter.
Mid-market pack: manufacturing and quality, exclusive distribution, technology-transfer questions, employment plus ILR status, optional JV questions. Annual module.
Contracts most often scoped into Vietnam
Each file links to the cluster page that carries its drafting notes. A factory file usually runs NDA, then OEM or ODM, then quality and supply, then the labour paper.
Exclusive Distribution AgreementChannel & distributionSupply AgreementProcurement & supply chainOEM AgreementProcurement & supply chainODM AgreementProcurement & supply chainQuality AgreementProcurement & supply chainManufacturing AgreementProcurement & supply chainEmployment AgreementEmployment & peopleTechnology Transfer AgreementProduct, IP & technology
Contract clusters
Who reads a Vietnam pack
Vietnam is a listed corridor: the scope is captured and priced, and a Vietnam-licensed lawyer confirms the pack before anything is drafted. Four practices carry the questions a make-for-us file keeps raising.
Partner, Head of Employment, Regulatory and Compliance
Partner, IP Practice
Partner, Head of Antitrust and Corporate
Listed is not a promise that one of these names takes your file this week. Each card links to the published profile it is drawn from.
Factory files scoped for Vietnam
Three files from the make-for-us corridor, written the way the pack recorded them. Demo data for internal review.
Denmark to Vietnam
LEGOToy manufacturing
Supply, quality and labour paper for a greenfield plant, with an internal labour regulation set going in for registration.
In the Matter Pack
- Manufacturing agreement
- Quality agreement
- Employment agreement
What the Matter Pack settled
The Labour Code 2019 file was split from the commercial file so the internal labour regulations could go to the provincial authority on their own timetable. Which text was the registration version and which was the working English was recorded per document.
Turnaround14 business days
Germany to Vietnam
BoschAutomotive components
OEM and tooling terms for a drivetrain component line, where the group MSA treated a licence sentence as the whole IP story.
In the Matter Pack
- OEM agreement
- Technology transfer
- Quality agreement
What the Matter Pack settled
Technology transfer was recorded as a registrable event rather than a clause, and mould ownership, yield thresholds and spare-parts obligations were pulled out as client facts before drafting.
Turnaround12 business days
France to Vietnam
DecathlonSporting goods retail
Exclusive distribution appointment covering physical territory plus e-commerce, on top of an existing sourcing relationship.
In the Matter Pack
- Exclusive distribution
- Supply agreement
- Mutual NDA
What the Matter Pack settled
Territory, product list, minimums and leftover stock were written as exact fields. Whether the exclusivity itself clears Vietnamese competition law was flagged as a gap for local review rather than answered in the pack.
Turnaround10 business days
The clock runs from scope request to priced pack. Vietnamese-language versions are quoted as part of the pack, not as an extra.
Questions
Which contracts sit here first?
Make-for-us paper: OEM, ODM, quality, exclusive distribution.
What should the labour pack ask?
Whether ILR exist, in which language, and whether the first hire is employment or contractor.
Why name technology-transfer registration?
Some counterparties still treat transfer as a registered event. Record it as a gap, not a how-to.