Reseller Agreement in Vietnam: Template, Key Clauses and Local Law (2026)

What a reseller agreement is A reseller agreement lets one business buy a supplier's products or services and sell them on to its own customers for its own account. The reseller takes title and sets its own customer relationship, which separates it from a commercial agent, who sells for the supplier and earns commission without taking ownership of the goods. In Vietnam the distinction matters, because the Commercial Law treats agency and purchase-and-resale differently, and getting the category right changes who owns the goods and who carries the risk. This is a general guide to Vietnamese law, not legal advice. See the note at the end. ## How Vietnamese law frames resale, agency, and distribution The core statute is the Commercial Law 2005 (Law No. 36/2005/QH11), backed by the Civil Code 2015 (Law No. 91/2015/QH13) as the general contract law. Vietnam does not have a single stand-alone distributorship statute; a buy-and-resell arrangement is built from general sale and commercial-contract rules, while specific commercial intermediary activities are named in the Commercial Law: - Commercial agency (roughly Articles 166 to 177 of the Commercial Law). The agent deals with third parties for the principal's benefit, and a key point is that the principal remains the owner of the goods even after the agent has received and paid for them, unless the parties agree otherwise. Agency contracts must be in writing or an equivalent form.

• Purchase and resale (reseller or distributor). Here the reseller buys goods, takes ownership, and resells for its own account. This is governed by the sale-of-goods and general commercial-contract rules rather than the agency articles.
• Franchise (Articles 284 to 291 of the Commercial Law), which is a distinct, more regulated category where a brand and business system are licensed, and registration with the Ministry of Industry and Trade can be required. So before drafting, decide honestly which model you are in. If the supplier keeps ownership and pays commission, that is agency. If the reseller buys and resells, that is purchase-and-resale and the agency articles do not apply. ## Key clauses in a Vietnamese reseller agreement ### 1. Appointment and scope Define the products, the territory, and whether the appointment is exclusive, sole, or non-exclusive. The Commercial Law allows a principal to supply several agents, and similar freedom applies to resale, so be explicit about exclusivity. ### 2. Title, risk, and ordering Make clear the reseller buys and resells for its own account, and set order, delivery, title-transfer, and risk-passing mechanics. ### 3. Pricing and payment Set supply prices, payment terms, and currency. Pricing between Vietnamese residents is generally expected in Vietnamese dong; cross-border supply can use foreign currency subject to foreign-exchange rules. ### 4. Intellectual property and trademark license License the trademarks the reseller needs, with quality controls, and keep the IP with the supplier. Note that licensing a brand plus a business system can tip the deal into franchising, which is separately regulated. ### 5. Term and termination Set the term, renewal, notice period, and grounds for immediate termination. Where the contract is silent, Vietnamese general-contract principles of good faith and the Commercial Law apply, so a clear notice period avoids disputes. ### 6. Penalty and liability If you include a penalty for breach, respect the Commercial Law 2005 cap, which limits a contractual penalty to 8 percent of the value of the breached obligation for most commercial contracts. Allocate and cap broader liability separately. ### 7. Minimum purchase and targets State any minimum-purchase or performance targets and the consequences of missing them. ### 8. Competition and resale conditions Avoid resale restrictions that could raise concerns under the Competition Law 2018, such as fixing the reseller's resale prices. ### 9. Data protection If customer personal data is shared, align with the Law on Personal Data Protection (Law No. 91/2025/QH15), in force since 1 January 2026. ### 10. Governing law and disputes Choose the law and forum. Vietnamese parties often use Vietnamese law and either the courts or arbitration such as the Vietnam International Arbitration Centre. ## A simple reseller agreement structure 1. Parties and recitals

2. Appointment, territory, exclusivity
3. Products and ordering
4. Price, payment, title, risk
5. Reseller obligations (sales effort, branding, compliance)
6. Supplier obligations (supply, support)
7. Trademark license and IP
8. Term and termination (with notice and penalty, respecting the 8 percent cap)
9. Competition compliance
10. Confidentiality and data protection
11. Governing law and disputes
12. Schedules: products, territory, targets ## Common mistakes - Calling a deal a reseller agreement while running it as agency, so the Commercial Law's ownership rule bites unexpectedly.

• Drafting a brand-plus-system deal without realising it may be a regulated franchise needing MOIT registration.
• Writing a penalty above the 8 percent Commercial Law cap.
• Fixing resale prices and raising competition-law risk.
• Pricing between residents in foreign currency without checking the foreign-exchange rules. ## Keeping a growing reseller network under control A reseller channel means many near-identical contracts, each with its own territory, exclusivity, notice period, and renewal date, and the usual failures are the renewal nobody tracked and the penalty clause that breaks the 8 percent cap. The work of drafting from a house template, comparing one reseller's terms against another, surfacing the clauses that create risk, and tracking renewal and notice dates can live in one AI contract workspace rather than a shared drive. Adira is an AI legal operating system that drafts, analyses, and tracks contracts in one place, tuned to how your company contracts and built on frontier AI; India is its deepest jurisdiction today and other jurisdictions including Vietnam are on the roadmap, so confirm local-law depth before relying on it. ## Not legal advice This page is a general explanation of reseller agreements under Vietnamese law in 2026. It is not legal advice. Whether a deal is agency, resale, or franchise, and how the penalty cap and competition rules apply, depends on your facts, so take advice from a qualified Vietnamese lawyer before you sign.