The popularity of the franchise business model has grown rapidly in mainland Southeast Asia in recent years, with some of the world’s top brands becoming common sights in the commercial districts and shopping malls of major regional cities in Cambodia, Laos, Myanmar, Thailand, and Vietnam. Although these countries have not yet enacted franchising-specific laws, certain features of each country’s regulatory regime impact franchising. As such, well-prepared franchise business operations have comfortably adapted to each country’s regulatory framework, and the growth is poised to continue even as the global retail sector redesigns and redoubles its efforts in the wake of the COVID-19 pandemic. In fact, the franchise business model, which is both global and local at the same time, may offer retail entrepreneurs a solution in their quest to meet the challenges of the new retail economic realities. This article explains the legal frameworks that impact the franchise business model in Cambodia, Laos, Myanmar, Thailand, and Vietnam. For each country, this article discusses relevant regulatory considerations for franchise agreements, how to protect intellectual property rights, and judicial and arbitral procedures for resolving disputes that might arise between a franchisor and a franchisee. The full article can be downloaded through the button below.   © 2021. Originally published in the Franchise Law Journal, Vol. 41, No. 2, Fall 2021, by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association or the copyright holder.

The era of Industry 4.0 has led to a dramatic increase in corresponding computer program invention patent filings in Vietnam. However, the current patent examination guidelines for inventions related to computer programs are quite brief and vague, which inevitably causes difficulties for patent examination. Therefore, in 2021, the Intellectual Property Office of Vietnam (IP Office) considered the necessity of amending the patent examination guidelines for inventions related to computer programs. Currently, a computer program is excluded from patentability under Article 59.2 of the Law on Intellectual Property (IP Law). However, according to Article 5.8.2.5 of the patent examination guidelines issued on March 31, 2010, as amended on December 31, 2020 (hereinafter referred to as the 2010 Guidelines), an invention related to a computer program is eligible to mature into a granted patent if the claimed subject matter has technical features and/or produces a further technical effect going beyond the normal interactions between the software and the hardware. From June 24 to December 31, 2021, the IP Office established a working group including members from the patent examination center, the legal and policy department, and experts from the Japan International Cooperation Agency (JICA) to detail the provisions under Article 5.8.2.5 in order to tackle the problem of “In what circumstances are applications related to computer programs patentable?” In December 2021, the preliminary guidelines for this problem were drafted in the form of an annex to the 2010 Guidelines. The group also consulted many local IP agents, state agencies, organizations, and individuals to improve the draft. On December 18, 2021, the IP Office organized an online meeting with IP agents and organizations to discuss the draft. Basically, the draft does not make any significant changes in comparison with Article 5.8.2.5 of the 2010 Guidelines, but it adds more details. The draft

On November 17, 2021, Vietnam deposited its instrument of accession to the World Intellectual Property Organization Copyright Treaty (WCT), becoming the 111th member of the WCT. The provisions of the WCT will officially take effect in Vietnam three months after the date the document is handed over to the Director General of WIPO, i.e., by February 17, 2022. The WCT is a special agreement under the Berne Convention that was first adopted in 1996 to deal with the protection of works and their copyright in the digital environment. The WCT additionally deals with two important objects that should be protected by copyright: (i) computer programs created in any form of expression, and (ii) databases of any kind, as long as the selection or arrangement of database content is intellectually creative. With respect to rights granted to authors, in addition to those recognized by the Berne Convention, the WCT also grants (i) distribution rights, (ii) rental rights, and (iii) broader rights of communication to the public. With respect to limitations and exceptions, Article 10 of the WCT extends to all rights the application of the “three-step” test originally set forth in Article 9(2) of the Berne Convention for the right to reproduction. That is, member states may legislate limitations and exceptions in national law, provided they are in certain special cases (i.e., they are not overly broad), do not conflict with the exploitation of the work, and do not prejudice the legitimate interests of the author. Member states may introduce new exceptions and limitations appropriate to the digital environment, as long as the conditions of the “three-step” test are met. Vietnam’s accession to the WCT not only helps the country meet its commitments in new-generation free-trade agreements such as the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the

Attorneys from Tilleke & Gibbins have provided the latest update to the Thailand contribution to Doing Business in…, a Q&A-style guide published by Thomson Reuters Practical Law that presents an overview of the legal framework for doing business in 63 jurisdictions worldwide. The Thailand chapter of the guide outlines Thailand’s legal system and key laws applicable to foreign companies doing business in the country. The chapter specifically covers the following main topics: Legal system: Thailand’s court system and codified legal system. Foreign investment: Lists of reserved business activities, restrictions on doing business with certain jurisdictions, exchange controls and currency regulations, and grants and incentives available to investors. Business vehicles: Ordinary partnerships, registered ordinary partnerships, limited partnerships, private limited companies, and public companies. Environment: Main laws and regulations, factory operation. Employment: Laws, employment contract requirements, work permits, and termination and redundancy. Tax: Taxes on employment, tax and nontax resident employees and businesses, corporate income tax, value added tax, special business tax, municipal tax, stamp duty, dividends, interest, intellectual property royalties. Competition: Important aspects of Thailand’s regulatory regime surrounding competition, centered around the updated Trade Competition Act. Antibribery and corruption: Laws, compliance requirements, regulatory authority. Intellectual property: Patents, trademarks, registered and unregistered designs, and copyright. Marketing agreements and advertising: Regulation of marketing agreements, Thailand’s Consumer Protection Act, direct marketing, role of the Consumer Protection Board and Food and Drug Administration. E-commerce: E-commerce laws and regulations, marketing and sales via online platforms. Data protection: An outline of Thailand’s Personal Data Protection Act. Product liability: Procedures and regulations for product liability and product safety, including the Unsafe Goods Liability Act and the Consumer Case Procedure Act. Product liability: Key regulatory authorities for trade competition, environmental issues, and financial services. To browse, download, or print the Thailand chapter, please visit the Practical Law website.