About 84% of the market value of a modern business lies in intangible assets, and this is also the part that is easiest to copy or take. This article sets out the whole intellectual property management lifecycle: identification, establishing rights, commercialisation, valuation and enforcement, based on the WIPO framework, ISO 56005 and Vietnamese law, with a 7-step roadmap you can apply now.
- Business owners, CEOs and start-up founders
- Heads of R&D, marketing and product development
- In-house legal and HR staff responsible for employment contracts and NDAs
- Businesses preparing to raise capital, do M&A, export or sell on e-commerce platforms
Level: overview to in-depth. Based on: the Law on Intellectual Property; Decision No. 1068/QD-TTg; WIPO guidance; ISO 56005:2020. Includes: pillar article; 7-step roadmap.
Key points- Intangible assets make up about 84% of a company’s market value (Ocean Tomo, 2015). They are also the easiest to take without a proactive protection system.
- Inventions, industrial designs and ordinary trademarks are protected only once a protection title is granted. Whoever files a valid application first can become the owner, even if they did not create it.
- Rights create value only when they are exploited: by using them in your own business, assigning them or licensing them. An assignment contract for registered subject matter takes effect only once it is registered with the IP Office of Vietnam.
- When rights are infringed, choosing the right route (civil, administrative or criminal) decides how fast and effective enforcement is.
- Holding a patent does not mean you are free to use the invention. You need a freedom-to-operate (FTO) analysis in each market before commercialising.
- Start with the 7-step roadmap, with an IP Audit every year or before events such as fundraising, M&A or restructuring.
In 1975, intangible assets made up only about 17% of companies’ market value. By 2015, according to research by Ocean Tomo, this had risen to 84%. Most of the value of a modern business (its brand, inventions, technical know-how, software, data and market reputation) is not in its factories or machinery.
Unlike a machine or a shipment of goods, an invention or a brand can be “taken” without the business knowing, until the damage has already been done.
Source: Ocean Tomo, research on intangible assets (1975–2015).
1. What is intellectual property, and why can it not be managed the old way?
Intellectual property (IP) is everything produced by human intellectual activity. It falls into three groups: scientific and technical creations (inventions, utility solutions, know-how, software, databases, plant varieties); literary and artistic creations (works, applied art, performances, sound and video recordings); and business and commercial creations (trade secrets, trade names, trademarks, domain names).
Correspondingly, the Law on Intellectual Property of Vietnam recognises 4 groups of rights: copyright, rights related to copyright (related rights), industrial property rights and rights to plant varieties. Below are the 5 types of asset that businesses most often own.
Trademarks
Signs that distinguish a business’s goods or services. Ordinary trademarks are protected only once a protection title is granted. Only well-known trademarks give rise to rights automatically.
Inventions and utility solutions
New technical solutions. Exclusive rights arise only once a protection title is granted. In essence, they are a right to exclude others, not a right to use freely.
Industrial designs
The external appearance of a product, shown by shapes, lines and colours. An important layer of protection for packaging and product designs that are easy to imitate.
Copyright and software
Works, applied art, computer programs and databases. Registration is not required, but it creates direct evidence in a dispute.
Trade secrets and know-how
Information that has not been disclosed and can be used in business. It is protected only if the business actively keeps it secret: NDAs, access rights, clauses in employment contracts.
Other assets include trade names, domain names, layout designs of integrated circuits, plant varieties and related rights (performances, sound and video recordings).
Three features that make IP need its own kind of management
- Intangible: it can only be perceived through understanding, not through the senses. It is easy to take and to spread beyond your control.
- Identifiable and controllable: it has clear boundaries and scope, can be valued, and can be the subject of transactions (sale, lease, capital contribution).
- Both a result and a condition of innovation: IP that is well protected today is the foundation for creating other IP in future.
2. The IP management cycle: 5 linked stages
IP management means the owner taking control measures to create, preserve, commercialise, protect and grow the value of its assets. It is part of corporate governance and runs as a continuous cycle of 5 stages.
IP lifecycle
- Creation. Identify and “harvest” IP that arises in R&D, marketing and operations; prevent early disclosure. See section
- Establishing rights. Register, or keep evidence of, your rights; distinguish between automatic rights and registered rights. See section
- Commercialisation. Use the IP yourself, assign it or license it to turn rights into cash flow. See section
- Monitoring and managing value. Valuation, tracking terms and maintenance fees, regular portfolio audits. See section
- Protection. Market monitoring, FTO analysis, handling infringement through the right route. See section
Four groups of control measures run through the whole cycle: organisation and staffing; policy; economic; inspection.
Appoint an IP “process owner”
This is what Vietnamese businesses often miss: IP management needs one clearly responsible person. It can be a senior executive, a department manager or a technical or business staff member doing it alongside their main role. This person needs to be able to survey and record IP, map and inventory assets, assess whether they can be protected and commercialised, track their legal status and design an overall strategy.
3. Stage 1: establishing intellectual property rights in Vietnam
However valuable an IP asset is in practice, if ownership has not been clearly established, the business will always be on the back foot in a dispute.
Two ways rights arise
| Group | Type of asset | Features |
|---|---|---|
| Arise automatically | Copyright; related rights; trade secrets; trade names; well-known trademarks | Registration is not required. Registration (if made) creates evidence in a dispute |
| Arise on registration | Inventions; industrial designs; layout designs of integrated circuits; ordinary trademarks; plant varieties | Rights arise officially only when there is a decision granting a protection title |
Basis: Law on Intellectual Property of Vietnam.
A common mistake: “I created it, so it is mine”
For assets whose rights arise on registration, no registration means no exclusive rights. Anyone who files a valid application first can become the lawful owner, even if they were not the first to create it.
Registration process and competent authorities
General process for establishing rights
- Receipt of the application
- Formality examination
- Publication of the application
- Search and substantive examination
- Handling oppositions and complaints (if any)
- Grant and publication of the protection title
| Authority | Under | Responsible for |
|---|---|---|
| Intellectual Property Office of Vietnam | Ministry of Science and Technology | Inventions, industrial designs, trademarks, layout designs of integrated circuits |
| Copyright Office of Vietnam | Ministry of Culture, Sports and Tourism | Copyright, related rights |
| Department of Crop Production (Cục Trồng trọt) | Ministry of Agriculture and Rural Development | New plant varieties |
- Trademark registration at the IP Office of Vietnam: documents, costs and the common mistakes that lead to refusal.
- In-depth trademark search: ruling out conflict risks before you file.
- Protecting industrial designs and inventions.
Why register even when it is not required
For assets whose rights arise automatically, skipping registration because it is “not required” is a risky view. Registration gives you:
- Direct evidence with the highest legal value in an ownership dispute.
- A clearer position and competitive advantage in the market.
- A basis for recovering investment and commercialising (licensing, assignment, capital contribution).
- Access to new technology through cross-licensing.
- Credibility and reputation for the rights holder.
4. Stage 2: commercialisation, turning ownership into cash flow
Establishing rights is only a necessary condition. An IP asset only really creates value when it is exploited, in one of three ways:
Direct commercialisation
Producing and distributing goods or services that contain the IP yourself, on a commercial scale.
Assignment
Selling ownership outright to another party.
Licensing (li-xăng)
Allowing another party to use the IP within a set scope, term and territory.
Legal points on transfers in Vietnam
- An assignment contract for an invention, industrial design, layout design, trademark or plant variety takes effect only once it is registered with the Intellectual Property Office of Vietnam.
- A licence contract takes effect as agreed, but is valid against third parties only once registered (except for trademark licence contracts).
- Authors cannot assign their moral rights (except the right to publish the work).
- Rights to a trade name can be assigned only together with the whole business establishment.
- Clauses that unreasonably restrict the licensee’s rights (banning improvements, requiring improvements to be transferred free of charge, unreasonable export restrictions) are automatically invalid, even if the parties have signed them.
Four core contract tools to standardise
| Tool | Full name | Purpose |
|---|---|---|
| NDA | Non-disclosure (confidentiality) agreement | Protects information exchanged from the first discussions |
| BPA | Business partnership agreement | Sets ownership of IP created in a partnership |
| OA | Outsourcing agreement | Sets ownership of IP created by outside suppliers |
| EC | Employment contract | Sets the transfer of rights in IP created by employees, including after the contract ends |
5. Stage 3: valuing intellectual property. “Price” and “value” are different things
IP valuation is not only needed for a sale. A business needs a valuation for assignment, licensing, M&A, capital contribution, joint ventures, equitisation, using IP as collateral for a loan, calculating tax incentives on donations, calculating damages in a dispute, or deciding to drop assets that are no longer worthwhile.
According to WIPO, IP can be valued only if it meets all 7 conditions
- It is identifiable and separate.
- There is tangible evidence that it exists.
- It was created at an identifiable time.
- It can be lawfully enforced and transferred.
- Its income stream can be separated from other assets.
- It can be sold on its own.
- It has an identifiable end date.
Cost
Based on the cost of recreating or replacing a similar asset.
Income
The present value of the expected net income over the asset’s economic life.
Market
Comparison with actual transaction prices for equivalent assets.
A supporting technique in licence negotiations: the 25% rule
The licensor usually receives about 25% of the profit from sales of goods carrying the trademark or invention. The licensee keeps 75% to cover its risk, production costs and the cost of bringing the product to market.
In Vietnam, the Vietnam Intellectual Property Research Institute (VIPRI) is the official IP valuation body. There are also more than 200 licensed valuation companies nationwide. See how each method applies to a specific deal in Valuing intellectual property and licensing agreements.
6. Stage 4: protecting and enforcing rights when infringed
In principle, any unauthorised use of IP lawfully owned by the business, within the term and scope of protection, is an infringement. IP rights also have limits:
- Territory: they exist only where they are registered or recognised.
- Time: when protection expires, the asset enters the public domain.
- Earlier rights lawfully held by others.
- Obligations of the owner: for example, if maintenance fees are not paid on time, the rights end.
Three routes for handling infringement in Vietnam
| Route | Competent authority | Possible outcome |
|---|---|---|
| Civil | Civil court | End to the infringement, public apology or correction, compensation for damage |
| Administrative | People’s Committees at all levels, specialised inspectorates, market surveillance authority (Quản lý thị trường), economic police, customs | Administrative penalties, temporary preventive measures |
| Criminal | Criminal court | For serious infringements that constitute a criminal offence |
Choosing the right route: the 6 possible directions
The first question is always whether your rights have been established and are still valid. Check the protection title (term, territory of protection, maintenance fees), or your evidence of rights for assets whose rights arise automatically.
| Direction | Authority |
|---|---|
| Verify and strengthen your rights before acting | Intellectual Property Office of Vietnam or Copyright Office of Vietnam (depending on the subject matter) |
| Administrative action combined with a takedown request on the platform | Market surveillance authority, specialised inspectorates; the platform’s IP protection team |
| Administrative action through customs | Customs |
| Administrative measures | People’s Committees at all levels, specialised inspectorates, market surveillance authority, economic police |
| Civil lawsuit | Civil court |
| Consider criminal measures | Procedure-conducting authorities; criminal court |
This overview is an initial guide only. It does not replace a lawyer’s assessment of a specific case.
Describe what is happening, where, and the status of your protection title, and FC Legal lawyers will assess the right route. Choosing the right route from the start saves enforcement time and cost.
Freedom to operate (FTO): an often overlooked preventive tool
Holding a patent does not mean you are free to use it
A patent is a right to exclude others, not a “right to use”. A business needs an FTO analysis in each target market before commercialising, especially for products with many components, because each component may have been protected separately by a third party. Even businesses with strong R&D teams often skip this step.
7. Intellectual property in business decisions
IP management is not just the legal team’s job. Every major business decision comes with an IP question:
Investors carry out due diligence on intangible assets
Unclear ownership lowers the valuation or blocks the deal.
- Carry out an IP Audit before talking to investors
- Value the key assets
Expanding into new markets
IP rights exist only where they are registered. Your brand may already have been registered by someone else abroad.
- Consider international protection through PCT, Madrid and Hague
- Run an FTO analysis in each market
Counterfeits appear on Shopee, TikTok Shop, Lazada
You lose revenue and reputation if you have no protection title to support a takedown request.
- Register trademarks and industrial designs before expanding your channels
- Set up a monitoring and takedown process
IP created by staff and suppliers
Without a transfer clause, the rights may not belong to the business.
- Standardise employment contracts (EC) and outsourcing agreements (OA)
- Sign an NDA from the first discussions
Letting partners use your brand or technology
An unregistered contract is not valid against third parties. Unreasonably restrictive clauses are invalid.
- Decide the type of licence, its scope, territory and term
- Register the contract with the IP Office of Vietnam where the law requires it
Products with many technical components
You may unknowingly infringe a third party’s invention even though you hold your own patent.
- Run an FTO analysis before launch
- File applications in order of priority before any public disclosure
8. International frameworks: the WIPO IP Strategy Checklist and ISO 56005
This article is built on two international reference frameworks, compared against the Law on Intellectual Property of Vietnam and the guidance of VIPRI and the Intellectual Property Office of Vietnam.
A step-by-step IP Strategy Checklist for SMEs
A set of questions that helps a business check which stage of the IP lifecycle it is missing a process for, before the situation becomes a real risk.
ISO 56005:2020: IP management in innovation
The first international standard dedicated to managing IP in connection with innovation, part of the ISO 56000 series. A natural addition for businesses that already apply ISO 56002.
- Building an IP strategy that supports innovation
- Systematic IP management, integrated across the whole R&D process
- Consistent use of IP tools and methods
Ideation
- Is there a process to identify and “harvest” internal IP?
- Is there a way to prevent early disclosure of ideas (NDAs, restricted access)?
Product and service development
- Have you searched the IP landscape and run an FTO analysis?
- Have you dealt with IP ownership when working with third parties?
IP protection
- Have you set a protection strategy and an order of priority?
- Is the IP strategy linked to the commercialisation strategy?
IP commercialisation
- Have you chosen how to commercialise and how to value?
- Is there a regular process to audit and optimise the IP portfolio?
9. Policy context: the National Intellectual Property Strategy to 2030
Decision No. 1068/QD-TTg of 22 August 2019 is Vietnam’s first national-level strategy on intellectual property. It has two targets that businesses should note:
Source: Decision No. 1068/QD-TTg (22 August 2019).
The 8–10% target shows a very large gap between the number of patents and how far they are actually commercialised. It is also an opportunity for businesses to exploit IP earlier than their competitors. The national strategy also goes beyond the traditional scope (establishing and protecting rights) and emphasises creating and exploiting IP, in line with modern IP management.
10. A 7-step intellectual property management roadmap for businesses
A combined process that any business can apply now, whatever its size:
Set up the management foundation
- Appoint an IP manager or department
- Issue an internal IP policy
- Standardise employment contracts and NDAs with IP transfer clauses
Identify and inventory (IP Audit)
- List all existing IP (registered and unregistered)
- Verify ownership and legal status
- Review every contract with an IP element
Assess and classify the portfolio
- Map IP on a 4-box matrix: core assets to keep exclusive, assets that can be licensed, assets to divest
- Value the key assets
Establish and maintain rights
- File applications in order of priority
- Track terms and maintenance fees
- Consider international protection (PCT, Madrid, Hague) if you plan to export
Commercialise
- Choose the method: own use, licensing, assignment, capital contribution
- Negotiate tight contracts on scope, price and dispute resolution
Monitor and protect
- Monitor the market to detect infringement early
- Run an FTO analysis before launching new products
- Have a response process ready
Review regularly
- IP Audit every year or when an event occurs
- Adjust the strategy as the business model changes
- When building a business strategy or restructuring
- Before working with investors or lenders
- Before M&A or a strategic partnership
- When cutting costs or exploiting unused assets
- When preparing for licensing or litigation
11. Why work with a dedicated lawyer instead of handling things piecemeal?
What businesses with IP problems have in common is not that they “do not know the law”. It is that they handle each stage separately: registering a trademark in one place, signing employment contracts with no IP clause, and only looking for a lawyer after finding an infringement. The real value of IP management lies in being systematic and continuous, as in the 5-stage cycle in Section 2.
A real IP strategy needs to be designed as a whole, with one adviser who understands the overall picture, not one who only handles each case after a problem has occurred.
Review your whole intellectual property portfolio (IP Audit) with FC Legal lawyers
Find out exactly where your business stands in the IP management cycle, and which risks need to be dealt with now.
- Internal IP policy and a standardised set of employment contracts and NDAs
- A priority registration list based on business value
- A process for monitoring and responding to infringement
Please do not send confidential documents or personal data through the form.
Sources: WIPO, A step-by-step IP Strategy Checklist for SMEs (www.wipo.int/en-web-business-checklist); WIPO, Uncovering IP Risks and Potential: IP Audit (www.wipo.int/en-web-business-ip-audit); WIPO, Valuing Intellectual Property Assets (www.wipo.int/en-web-business-ip-valuation); WIPO, Enterprising Ideas: A Guide to Intellectual Property for Startups, WIPO Publication No. 961, 2021; VIPRI, Quản trị tài sản trí tuệ của doanh nghiệp (Intellectual property management in enterprises), Dr Nguyễn Hữu Cẩn, Hanoi, June 2020; Prime Minister, Intellectual Property Strategy to 2030, Decision No. 1068/QD-TTg, 22 August 2019; National Assembly, Law on Intellectual Property, Articles 4, 28, 35, 50, 100–105, 126–129, 174, 188, 198–200; Ministry of Science and Technology and Ministry of Finance, Joint Circular No. 39/2014/TTLT-BKHCN-BTC; Circular No. 06/2014/TT-BTC, on valuation of intellectual property; ISO/TC 279, ISO 56005:2020 Innovation management: Tools and methods for intellectual property management: Guidance.
This article is for reference. It is compiled from public sources and current law. It does not replace legal advice on a specific case. For detailed advice, please contact the FC Legal legal team.
Prepared by the FC Legal legal team and reviewed by FC Legal’s managing lawyer. Updated 30 September 2026.
