A Must-Read for Companies Entering Vietnam: The Complete Picture of Computer Program Protection and Intellectual Property Strategy

Attorney and Patent Attorney of Vietnam

Managing Partner, NEXORA Law Firm
Attorney (Vietnam Bar)
Mediator, Bankruptcy Trustee, and Independent Auditor

Table of Contents
01 - Key Differences Between the Computer Program Protection Regimes of Japan and Vietnam
02 - Copyright Registration for Computer Programs in Vietnam: Not Mandatory, but Recommended
03 - Who Owns the Copyright in a Computer Program?
04 - Legal Considerations for Modifying and Upgrading Computer Programs

Based on Vietnam's copyright protection regime for computer programs, this article gives a clear overview of the intellectual property strategy that software development companies need to grasp. It covers registration practice, license management, and countermeasures against imitation and misappropriation risk, together with the practical challenges Japanese companies face and how to address them. NEXORA LAW FIRM has extensive experience advising Japanese-affiliated companies engaged in software development, SaaS, and other IT businesses on the strategic protection of intellectual property, contract design, and copyright dispute resolution, providing reliable support on both the legal and practical fronts.

01 - Key Differences Between the Computer Program Protection Regimes of Japan and Vietnam

For Japanese companies operating in Vietnam—particularly IT companies—it is essential to understand the fundamental differences between Japanese and Vietnamese law regarding the protection of computer programs. In Japan, the European Union, and some other jurisdictions, computer programs can be protected both by copyright and by patent. Under Vietnam's current Intellectual Property Law, however, computer programs are protected by copyright only.

A distinctive feature of Vietnamese law is that computer programs, whether in source code or object code form, are recognized and protected as literary works. Patent protection, by contrast, is expressly excluded. Because of this field-specific rule, computer programs that could be patented in Japan cannot receive the same form of protection in Vietnam.

Points to note:

Understanding the differences between the Japanese and Vietnamese protection regimes is essential for properly managing intellectual property and formulating an appropriate strategy.
Copyright protection of computer programs in the Vietnamese market differs somewhat from that in Japan or the EU, but the fact that authors are protected as such is itself an important safeguard of rights and a key element in maintaining a company's competitiveness.

02 - Copyright Registration for Computer Programs in Vietnam: Not Mandatory, but Recommended

In Vietnam, as in many countries including Japan, copyright in a work—including a computer program—arises automatically the moment the work is created and fixed in a given form. This right is protected regardless of content, quality, form, language, whether the work has been published, or whether it has been registered. In other words, a computer program is automatically protected in Vietnam without any specific registration procedure.

In practice, however, registering the copyright at the time a computer program is created is strongly recommended. The reason is that, when a copyright dispute arises, Vietnamese courts and the competent authorities tend to rule in favor of the party holding a registered copyright certificate. Without such a certificate, even the genuine copyright holder may need to expend considerable time and effort to prove its rights.

Moreover, the software copyright infringement rate in Vietnam is extremely high—an official 2017 survey put it above 70%, among the highest levels in the world. Against this backdrop, copyright registration is a prudent strategy for protecting intellectual property and avoiding legal risk. Registration is handled by Vietnam's Copyright Office and, provided the necessary documents are in order, is typically completed within about two months. The procedure is also inexpensive, and considerably faster and more economical than registering other IP rights such as trademarks or patents (which can typically take two to four years).

Key benefits of copyright registration:

Advantage in disputes: A copyright certificate serves as key evidence for proving ownership of rights.
Enhanced corporate value: Registration builds customer confidence in the company and establishes an edge over competitors.
Utility in M&A: A registered program enhances enterprise value and becomes a powerful asset in acquisitions or capital alliances.
Foundation for licensing and assignment: Copyright registration provides the legal basis for license agreements and assignments.

03 - Who Owns the Copyright in a Computer Program?

To support their software development operations in Vietnam, many Japanese companies employ skilled Vietnamese engineers, typically under a labor contract, a service (outsourcing) contract, or a contract for the provision of expert know-how. Under Vietnam's Intellectual Property Law, the engineer who directly creates a computer program is recognized as the "author" and is legally guaranteed the moral rights associated with the program, such as the right to name it and the right of attribution.

At the same time, Vietnam's Intellectual Property Law provides that, absent a special agreement, the employer or the party that commissioned the work is recognized as the "owner" of the copyright. Specifically, this applies to the following cases:

Labor contract: Where the employer instructs an employee to create the work.
Service/outsourcing contract or expert know-how provision contract: Where a company commissions an individual to develop software.

Under this rule, where, for example, a Japanese company enters into a labor contract or service contract with a Vietnamese engineer, the Japanese company is recognized as the owner of the copyright in any computer program the engineer develops. As owner, the company also holds the following key economic rights:

Right of publication: The right to publish the program.
Right of distribution: The right to distribute or sell the program.
Right of rental: The right to lease or rent out the program.

Practical points:

It is advisable to include clear provisions on copyright ownership in the contract.
Where ownership of the copyright is left ambiguous, the risk of disputes increases, making legal preparation at the contract stage essential.

04 - Legal Considerations for Modifying and Upgrading Computer Programs

Under Vietnam's current Intellectual Property Law, an author has the right to protect the "integrity" of the work and to refuse alteration or modification by others. This rule, however, does not necessarily fit computer programs well, because software is developed to solve real-world problems faced by companies and customers, and even after completion it typically needs bug fixes, added features, and version upgrades to keep up with changing circumstances. Applying this rule mechanically risks leaving a program outdated and uncompetitive, may unduly restrict the owner's ability to realize its economic value, and can create a mismatch between the realities of software development and the very premise of copyright protection.

To address this issue, Vietnam's 2022 amendments to the Intellectual Property Law introduced a new rule specific to computer programs. Under the new provision, if the author and the copyright owner reach a written agreement, the program may be modified or upgraded. This allows the owner to update the program without infringing the author's moral rights. Importantly, the agreement must be formally executed in writing.

Practical recommendations:
Japanese companies developing software in Vietnam are advised to prepare a written agreement at an early stage, bearing the following points in mind.

Clarify the contract: Add a clause covering the right to modify and upgrade the program to the labor contract, the service/outsourcing contract, or the expert know-how provision contract.
Timing of the agreement: The agreement should be concluded as early as possible—ideally when the employment relationship begins or before the project starts.
Take a long-term view: If the employee who developed the program later moves to another company, particularly a competitor, obtaining such an agreement afterward becomes extremely difficult. Settling the contract terms in advance is therefore key to avoiding this risk.

A solid grasp of the law and practice surrounding computer program protection in Vietnam is key for Japanese companies seeking to maintain their competitiveness and avoid risk. By taking concrete measures such as copyright registration, clear contract drafting, and negotiating upgrade rights, companies can make the most of their intellectual property. We hope the practical points introduced in this article help you achieve success in the Vietnamese market.