Contracts & Negotiation

Practice Overview

Contract law in Vietnam is governed by the Civil Code 2015 and the Law on Contracts and Torts 2023, which introduced material changes to liability regimes, force majeure interpretation, penalty clauses, and governing law provisions. For foreign-invested enterprises, the critical question is not merely whether a contract is valid, but whether it is enforceable in the Vietnamese legal system and aligned with the practical realities of commercial dispute resolution in the country.

Our approach to contract drafting begins with an understanding of the commercial relationship and the risks that each party seeks to allocate. We structure agreements for enforceability under Vietnamese law, anticipating the interpretive principles that courts and arbitration panels apply. This means addressing governing law clauses with an understanding of how Vietnamese courts treat foreign law provisions, designing dispute resolution mechanisms that are practical given the enforceability landscape, and incorporating jurisdictional provisions that account for Vietnam's position on foreign judgments and arbitral awards.

The Law on Contracts and Torts 2023 introduced significant changes that affect commercial agreements. Penalty clauses are now subject to judicial review for reasonableness, and courts may reduce penalties that are deemed excessive. Force majeure is defined more precisely, with explicit reference to epidemics, natural disasters, and government actions that prevent performance. Liability caps are permitted but may be challenged where they conflict with mandatory provisions of law. We advise clients on how these changes affect existing agreements and how to structure new agreements to operate within the revised framework.

Negotiation support is an integral part of our contract practice. We represent clients in term sheet negotiations, SPA drafting, and commercial agreement finalisation across sectors including manufacturing, technology, distribution, and real estate. Our negotiation approach is informed by an understanding of the counterparty's likely positions, the regulatory constraints that affect each side, and the market norms that govern the particular transaction type. We focus on achieving terms that are both commercially acceptable and legally robust.

Contract management and review of existing agreements is increasingly important as regulatory frameworks evolve. We conduct contract audits that identify provisions that may be affected by legislative changes, assess enforcement risks, and recommend amendments. This proactive approach prevents disputes from arising and positions the client favourably if a dispute does occur. For clients with large contract portfolios, we develop standardised templates and playbooks that reduce negotiation cycle times while maintaining legal protection.

Key Capabilities

• Commercial Agreements — Supply, distribution, franchise, and service agreements structured for enforceability under Vietnamese law.
• NDAs & MOUs — Confidentiality agreements and memoranda of understanding that create binding obligations where intended.
• Transaction Documents — SPAs, share subscription agreements, and asset purchase agreements for M&A and investment transactions.
• Construction & Real Estate — EPC contracts, lease agreements, and development agreements with appropriate risk allocation.
• Technology & Licensing — Software licensing, SaaS agreements, and technology transfer contracts with IP protection provisions.
• Contract Audits — Review of existing agreements for regulatory compliance, enforcement risks, and amendment recommendations.

Our Process

Important Considerations