You are relying on a template
An online form or previous agreement may omit the current product specifications, service scope, delivery process, payment conditions or business risks. We assess which provisions need to be adapted to this transaction.
Contract Drafting & Review in Vietnam
Duong Tri Law drafts and reviews contracts against the actual transaction, the parties’ responsibilities and the applicable Vietnamese rules. We help businesses and international clients identify unclear obligations, negotiate material terms and prepare documents for the agreed signing process.
Draft a new agreement Review a counterparty’s draft Support clause negotiations
Start with the transaction
When should you ask a lawyer to draft or review a contract?
Seek advice before committing to the deal, particularly where the value, duration, new counterparty, one-sided template or cross-border elements create material exposure. Identify any signing deadline at the outset.
The counterparty has sent its own terms
Review liability, payment conditions, damages, termination rights and dispute provisions before accepting them. A marked-up draft and explanation of key changes can support the client’s response.
The deal involves several parties or a long-term relationship
Define authority, coordination, outputs, acceptance and change control so that responsibilities remain clear throughout performance. Related agreements and schedules should be checked for inconsistencies.
The transaction crosses borders or involves personal data
Identify governing law, contract language, payment arrangements, forum, confidentiality, data handling and ownership of the work. Mandatory Vietnamese requirements and any need for foreign-law input must be assessed rather than assumed away.
Practical contract outcomes
A contract should help the transaction work in practice
The drafting should let the parties understand what they have promised, how performance is evidenced and what to do if the agreed plan changes. Legal review supports risk decisions; it cannot eliminate all commercial or enforcement risk.
Responsibilities and deliverables
State who must do what, the completion milestones, acceptance criteria and evidence needed to confirm performance.
Payment arrangements
Define payment triggers, supporting documents, security, late payment and debt-handling provisions appropriate to the transaction.
Balanced and understood exposure
Identify liability, damages, contractual penalties and termination terms that need amendment or an informed client decision, subject to applicable mandatory rules.
A plan for disruption
Address changes, breach, force majeure, termination and dispute procedures so the parties can respond when performance departs from the original plan.
Service scope
Choose drafting, review or negotiation support
We define the task and deliverables before quoting. The appropriate service depends on whether there is already a draft, which commercial terms are settled and how much negotiation or specialist work is expected.
01
Draft a new contract
Review the proposed transaction and agreed commercial terms, select the contract structure and prepare a draft with the provisions and schedules needed for discussion. Client approval of business terms remains essential.
02
Review an existing draft
Identify unclear, missing or materially unfavourable clauses in the client’s or counterparty’s document. Deliver the agreed mark-up and key risk comments so the client can decide what to accept or negotiate.
03
Support agreed negotiations
Prepare negotiation points, discuss key clauses within the agreed mandate and revise the draft following the parties’ decisions. Attendance, counterpart communications and the number of revision rounds must be expressly scoped.
Contract types
Drafting and review for business and private transactions
The actual scope follows the transaction and the client’s role. Common requests include the categories below; specialist rules, permits, formalities and related documents are assessed where relevant.
Goods and services
Sales, framework supply, agency, distribution, processing, professional services and marketing agreements, with suitable scope, delivery and payment provisions.
Cooperation and investment
Business cooperation contracts, capital contributions, share transfers, acquisitions, joint ventures and management authorisations. Investment approvals and transaction due diligence are separately scoped.
Property and construction
Leases, transfers, brokerage, construction, consultancy, main contracting and project-management arrangements, subject to relevant land, property and construction rules.
Intellectual property and technology
Licences, assignments, franchising, technology transfer and software agreements, addressing the rights concerned and any separate registration or notification needs.
Employment and confidentiality
Employment, training and confidentiality agreements and related personnel arrangements. Restrictive terms must be assessed against the actual relationship and applicable law.
International transactions
Cross-border commercial, investment and services contracts, including governing law, language, payment, authority and dispute-resolution provisions.
Finance, security and insurance
Loans, guarantees, pledges, mortgages, insurance and other security arrangements, with relevant regulatory, asset and perfection requirements considered.
Other private agreements
Private loans, lending of property, leases, authorisations, asset-sharing and other civil arrangements, adapted to the parties and the rights involved.
Sector-specific work may need additional documents, specialist review or a separate procedure. Contract drafting alone does not obtain a permit, register a security interest or complete an asset transfer.
Transaction-specific risk review
Which clauses need attention before signing?
There is no universal checklist that makes every agreement suitable. These six areas provide a starting point; priorities depend on the transaction, parties, intended performance and governing law.
01
Subject matter, scope and performance standards
Describe the goods, services, work and handover records. Identify measurable standards, milestones and acceptance criteria where appropriate, and align the schedules with the main agreement.
02
Price, tax, payment and security
Clarify the price and tax treatment, invoice and payment triggers, advances, late payment and security arrangements. Specialist tax advice and implementation are separate where required.
03
Delivery, acceptance and changes
Address deadlines, delay, inspections, defects, variation requests, evidence of acceptance and the grounds for rejecting or requiring correction of performance.
04
Breach, penalties, damages and liability limits
Assess available remedies, evidential requirements, exclusions and caps against the applicable law. A foreign template’s penalty, indemnity or limitation clause should not be assumed enforceable in Vietnam.
05
Confidentiality, data and ownership
Define protected information, permitted use, ownership and licensing of outputs. Where personal data is involved, identify processing and sharing arrangements and any compliance work beyond the contract wording.
06
Termination, force majeure and disputes
Define termination triggers, cure periods, consequences and surviving obligations. Check governing law, forum or arbitration provisions against the actual relationship and potential enforcement route.
Scope and fee quotation
Contract drafting and review fees depend on the work required
We quote after reviewing the type of contract, parties, value and complexity, available draft and schedules, negotiation needs and target date. The engagement should state deliverables, document language, revision rounds, assumptions and additional work.
Scope 01
A defined agreement
Suitable for a clear transaction with a limited number of parties and a focused drafting or review task. Confirm the information available and which commercial decisions remain open.
Deliverables: the agreed draft or mark-up and comments on material issues.
Scope 02
A transaction requiring a detailed review
Suitable for substantial value, several schedules, bespoke risk allocation or unsettled commercial terms. Agree the document set and the number and purpose of feedback rounds.
Deliverables: proposed clauses, risk comments and a revised version reflecting the agreed feedback process.
Scope 03
Negotiation or a complex transaction
Suitable for multi-party or cross-border matters, direct work with counterparties or several specialist legal issues. Confirm who may instruct the team and which matters require separate expertise.
Deliverables and timing: the work plan, communication mandate, review stages and handover arrangements agreed before work starts.
To request a scope and fee estimate: send a short transaction summary, contract type, existing draft if available, parties, value, duration, disputed points and intended signing date. Agree a suitable transfer channel before sending sensitive documents. Timing depends on complete inputs, complexity, feedback and negotiation; no standard statutory drafting period applies.
Working process
Four stages from transaction brief to contract handover
Each stage has a clear purpose. The client approves commercial choices and supplies accurate information; legal review and negotiation proceed within the agreed scope and timetable.
01
Clarify the transaction and instructions
Identify the parties and signatories, objectives, goods or work, price, payment, deadlines, available records and the client’s principal concerns. Explain what further information is required.
02
Agree the structure and service scope
Identify the relevant contract type, key provisions, schedules, work stages and negotiation mandate. Confirm language, outputs, revision rounds, timing and fees before drafting begins.
03
Draft or review with risk comments
Prepare the agreed draft or mark-up, explain significant amendments and obtain the client’s decisions. Incorporate feedback within scope and identify new issues or requested work that changes it.
04
Hand over the document and next steps
Deliver the agreed version and flag signing authority, execution, notarisation, authentication or registration steps where relevant. The client should retain the executed agreement and records and monitor performance; ongoing administration, filings or dispute representation require a separate agreement.
Legal framework
Which Vietnamese laws can affect the contract?
Civil, commercial, electronic transaction, notarisation, personal-data and sector-specific rules may apply together. Selecting foreign law or a foreign-language template does not remove mandatory requirements that apply to the actual transaction.
Civil Code 2015 — Law 91/2015/QH13The framework for civil transactions, validity, contractual obligations and remedies. Capacity, authority, consent, content and any required form must be reviewed for the actual agreement. Commercial Law — consolidated text 113/VBHN-VPQH 2025Relevant to many commercial sales, services and intermediary activities. The applicable rules on performance and remedies must be checked; a single rule or remedy limit should not be applied to every contract category. Law on Electronic Transactions 2023 — 20/2023/QH15Effective 1 July 2024. Electronic form, the signing method, attribution, integrity and retention must be assessed together with the substantive and sector rules governing the transaction. Law on Notarisation 2024 — 46/2024/QH15Effective 1 July 2025. Check whether the transaction requires notarisation, authentication or other formalities; a lawyer’s review does not substitute for a required notarial or registration procedure. Personal Data Protection Law 2025 — 91/2025/QH15Effective 1 January 2026. Consider collection, use, disclosure and protection of personal data where relevant. A confidentiality clause alone does not complete the parties’ data-compliance obligations.
How we support the decision
Understand the material terms before you sign
The work should help the client make informed decisions about significant obligations and risks, as well as produce a usable document for the agreed transaction.
Start with the commercial objective
Clarify what the transaction needs to achieve and which legal interests need protection before selecting clauses or borrowing language from an existing template.
Explain material risks
Give the client a basis to accept a point, request different wording or negotiate a trade-off. A mark-up without an explanation may leave the business unable to decide.
Agree the scope and outputs
Confirm the records required, feedback rounds, document language, delivery target and responsibilities. Translation, due diligence, tax work and specialist procedures should be separately identified where needed.
Consider evidence and enforcement
Assess how performance, acceptance, notices and breach could be demonstrated if the relationship deteriorates. A well-drafted clause still requires appropriate conduct, records and enforcement steps.
For wider recurring advice or a specialist procedure, the service scope should be reviewed separately from this contract engagement. Ongoing legal advisory Contracts & transactions
Frequently asked questions
Questions about contract drafting and review
These points help define the work before documents are reviewed. The final scope, deliverables, timing and fees are agreed for the actual transaction.
Do you draft new contracts and review counterparty drafts?
Both can be scoped, as can negotiation support. A new draft, a review of an existing document and participation in negotiations involve different work and outputs. Confirm the document set, business instructions and review rounds before accepting a quotation.
What information is needed to begin?
Provide the parties and intended signatories, transaction objectives, goods or work, value, tax and payment arrangements, duration, milestones, existing draft and schedules, issues of concern and intended signing date. For an international matter, also identify proposed governing law, language and any foreign-law advisers involved.
How long will drafting or review take?
Timing depends on the contract type, completeness of instructions, schedules, specialist issues, revision rounds and negotiations. We agree an expected delivery stage with the scope. A counterparty’s response time or a separate approval, notarial or registration procedure can affect the overall transaction timetable.
Does every contract require notarisation or authentication?
No universal requirement applies to every agreement. Formalities depend on the transaction, parties, asset and applicable legislation. We identify requirements relevant to the matter; obtaining notarisation, authentication, registration or other procedural results is separate unless expressly included.
Can the parties sign electronically?
The signing route must be assessed for the transaction and any applicable form requirements. Identify the signatories, authority, method of consent, integrity and retention of the records and relevant sector rules. Do not assume every agreement or signing platform satisfies every requirement merely because it is electronic.
How are contract service fees calculated?
Fees reflect the transaction, complexity, parties, documents, languages, revision rounds, delivery target and negotiation role. The service proposal should distinguish included work, translation or specialist input, expenses and work requiring additional approval. No fee or completion date is guaranteed before review of the actual scope.