Laos has no Franchise Law? These 12 clauses must be written in the franchise contract

老挝没《特许经营法》?加盟合同这12条必须写死

ລາວບໍ່ມີກົດໝາຍວ່າດ້ວຍສຳປະທານ? ສັນຍາສຳປະທານຕ້ອງຂຽນ 12 ຂໍ້ນີ້ໃຫ້ຕາຍ

Published: 2026-07-04 · LaoPaniti legal guides

You signed a franchise contract in Vientiane, planning to open a chain of milk tea shops. Six months later, the headquarters suddenly opened another shop on the next street, and your business plummeted. When you checked the contract, you found that there was no "exclusive territory" clause—you could only stare helplessly.

Laos currently has no specific Franchise Law. Franchise relationships are governed by the contract rules of the Civil Code, and trademark licensing is subject to the Intellectual Property Law. The absence of a specific law means: no statutory disclosure, no cooling-off period, no qualification threshold for franchisors—all protection depends on the contract itself. The following 12 clauses must be written in practice.

1. Scope and Territory of Authorization

Clearly specify whether it is exclusive or non-exclusive, down to province, city, and street. According to Article 8 of the Civil Code, parties shall follow the principle of freedom and voluntariness, but ambiguity can lead to disputes.

2. Trademark and Brand Usage

Pursuant to Article 3 of the Intellectual Property Law, a trademark is a sign distinguishing goods or services. The contract should specify how the trademark is used, whether sub-brands are allowed, and the term of authorization.

3. Fee Structure and Payment Method

List the franchise fee, guarantee deposit, and ongoing fees (e.g., management fee, advertising fee), including amounts, payment deadlines, and consequences of late payment.

4. Supply and Procurement Channels

Is it mandatory to purchase from the headquarters? How are prices determined? Can the franchisee find alternative suppliers?

5. Brand Manual and Operational Standards

Require the franchisee to comply with uniform decoration, service, and product standards; otherwise, the franchisor has the right to demand rectification.

6. Training and Operational Support

What training does the franchisor provide (pre-opening, periodic)? Forms of support (on-site guidance, remote)? Who bears the costs?

7. Inspection, Assessment, and Rectification Mechanism

The franchisor has the right to conduct regular inspections. If non-compliance is found, a rectification notice may be issued; failure to rectify within the time limit may result in penalties.

8. Confidentiality Obligation and Non-Compete

The franchisee shall not disclose trade secrets and shall not engage in similar business within a certain period after termination of the contract.

9. Term and Renewal Conditions

Specify the initial term, renewal conditions (e.g., no breach, achieving performance targets), and renewal fees.

10. Liability for Breach and Termination Events

List events of breach (e.g., overdue fees, unauthorized transfer), calculation method for penalty, and right of unilateral termination.

11. De-identification Obligations after Termination

Remove the signboard, cease using the trademark, and eliminate distinctive decorations to prevent consumer confusion.

12. Dispute Resolution and Governing Law

Agree on arbitration or court jurisdiction in Laos and specify that Lao law governs.

Before signing, it is recommended to use the AI contract health check tool of LaoPaniti to scan the contract and see if any key clauses are missing. Free to use at: https://www.123laoai.com

FAQ

Laos has no franchise law, what law governs franchise contracts?

Mainly governed by the contract rules of the Lao Civil Code, and trademark licensing is subject to the Intellectual Property Law.

If the franchise contract does not specify an exclusive territory, can the headquarters open another shop next door?

Generally, if the contract does not explicitly grant exclusive rights, the franchisor has the right to develop other franchisees in the same area. It is recommended to clearly stipulate this in the contract.

Must I remove the signboard after termination?

Yes, the contract usually stipulates that the franchisee is obliged to remove the signboard, cease using the trademark, and eliminate decorations after termination; otherwise, it may constitute infringement.

Legal basis

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