特许经营对我们来说已经不是什么新鲜的概念了,每个越南公民,特别是越南城市的人们的日常活动都熟悉这种特许经营方式。 世界上有许多著名的特许经营店从90年代初就发展成功,直到今天,它们已经覆盖了世界各地的门店。
在美好的一天,当我们不想每天做饭的时候,我们去麦当劳、肯德基或乐天快餐等等,并在您在路上遇到的任何商店使用这里的产品和服务,而不必寻找具有相同品味和服务质量的遥远地址。特许经营的优势在于产品和服务质量的扩展和同步,通过增加门店的规模和频次,为广大客户提供服务,从而增加收入和利润。市场调查、与当地人建立联系的成本、建筑设施或建筑管理、员工等等。
这不仅是加盟商的强项,而且也为特许人创造了很多好处。 在市场上提供一个成功且成熟的品牌的产品和服务,将有助于降低初始品牌成本、营销服务成本、品牌公关、产品研发成本。结合这些有利因素,特许经营的浪潮已经发展并被自越南对外开放、与美国关系正常化、加入世界贸易组织以来取得的巨大成功,为世界知名品牌进入越南开辟了道路。
世界上特许经营类型的划分方法有很多种,例如:初级特许经营;分特许经营;独家特许经营等等。在越南,特许经营可分为三种主要类型:从国外进入越南的特许经营;从越南到国外的特许经营和国内品牌之间的特许经营。
至于从国外到越南的特许经营,海外特许经营领域从80年代和90年代就已经建立起来了。具有全球规模的大型企业在此类业务的形成和发展中有着丰富的经验,而所在越南的法律法规在此类业务的建设和发展中也有着悠久的历史,开发法律资源来规范法律关系参与商业模式。因此,知名品牌要在越南市场取得成功并非难事。
对于这种形式,根据越南现行法律,企业需要在越南工业和贸易部注册商业特许经营。
因为从越南到国外的特许经营形式是一项艰巨的工作,需要企业的内部资源,以及越南企业的品牌和产品能力。 同时,要掌握特许经营国家的法律来管理和经营该业务,需要大量的时间和精力来研究和规划实施策略。
随着越南初创企业的浪潮,越南企业之间的特许经营形式最近在正确的发展趋势中强劲发展。 由于这种商业模式的优势,现在在越南,特许经营领域不仅是世界规模的外国企业的游乐场,也是国内中小型企业的游乐场,仍然是许多企业选择快速扩张和发展的类型。扩大品牌,与其他合作伙伴分担风险和利润。
一大批新品牌诞生,快速扩张,使特许经营模式发展上新台阶。 在越南经营的越南企业之间的特许经营将能够更好地管理和控制被特许人; 由于同一地域和语言的特点,双方可以很容易地转让产品的秘密配方,以及了解双方和越南法律的规定。
对于这两种形式的特许经营,特许人不必向越南工业和贸易部注册商业特许经营,但必须向工业和贸易部报告。
业务领域更加多样和丰富,除了大部分餐饮板块外,教育培训、健康美容、零售、时尚等领域都是典型的,包括:高原咖啡; 下龙珍珠酸奶; King BBQ;心泰心厨;越南鸡丝河粉; 我会读书;Curves; 迷你商城; Biluxury; 玲裴奥黛等等。
然而,这些成功案例并不能完全描述企业在利用这种令人兴奋的商业方法时所面临的困难。 很多越南企业都用过这种方法,过去都失败了,比如:中原咖啡; Pho 24….这两个品牌在特许经营模式下起步强劲、起步红火,但未能保持产品和服务质量的稳定,品牌规模的扩大,以及对特许人经营的管控。
可见,利润的同时,总是有潜在的风险,反之亦然,所以为了将风险降到最低,妥善管理特许经营业务,除了现金流问题,打造强势品牌,管理好商标的使用、产品质量,规范工作流程和培训人员等都不得不注意对特许人业务的把控。为了能够落实好上述的因素,理解和应用法律的规定有助于经营者防范风险,从一开始就制定有条不紊、审慎的策略和计划。第一个是绝对必要的。
第一批涉足超过80到1亿人口市场的外国企业,越南政府颁布了各种法律文件,引导和规范非传统商业模式的运作,比如:45/ 1998/ND-CP议定;1254/1999/TT-BKHCNMT 通告; 2005 年商业法; 2005 年知识产权法;11/2005/ND-CP 议定;指导实施的第 35/2006/ND-CP 议定; 09/2006/TT-BTM通告;修正和补充35/2006/ND-CP 议定的 120/2011/ND-CP 议定……。
《2005年越南商业法》对商业特许经营合同的规定如下:特许经营是特许人允许并要求被特许人在下列条件下进行商品买卖和提供服务的商业活动:
商品的购销和提供服务,应当按照特许人规定的经营组织方式进行,并与特许人的商标、商号、商业秘密、经营标语、标志、商业形象和广告;
特许人有权控制和协助特许人经营业务。
并且《特许经营合同必须以书面或者其他具有同等法律效力的形式订立》。
进行特许经营前的重要前提之一是工业产权的注册:保护商标、域名、商号等等。如果商标不受到保护,《财产》是无形的。特许人出资并不能保证使用和使用商标的权利; 被复制、商标、商号名称无效的风险是一个已知问题。
第二个问题,为了能够控制特许人的业务,在签订特许经营合同时非常有必要详细说明条款。目前,在越南的法律文件中,对特许经营合同的内容没有具体规定;双方违反合同时的处罚形式和程度等等,由于主体之间的民事交易的性质,越南政府对当事人的约定给予最高优先权。
第三个问题是控制和协助加盟商经营业务的权利,这是一项复杂的工作,需要双方在履行合同时做好准备,因为如果失去工作,控制产品质量,商店的服务质量会影响到品牌声誉导致连锁店倒闭。
因此,对内容、权利,义务、违规罚款和损害赔偿作出严格规定;合同中的风险条款是帮助双方初步达成协议的必要条件。
简而言之,通过特许经营建立和开展业务的第一步,企业应该寻找信誉良好的律师事务所,以得到最好的支持,确保其发展道路上的稳步发展。
以上是 阿普拉律师事务所关于《特许经营——越南的商业故事》的文章。如果您对文章中提到的问题有疑问或意见需要解答,请联系热线寻求建议和支持。
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