A counterparty sends its standard terms
Identify unclear or one-sided obligations, payment conditions, liability, termination and dispute provisions before deciding which changes to seek.
Contract Legal Services in Vietnam
Duong Tri Law assists businesses with contract drafting, review, negotiation and issues arising from breach or disagreement. We assess the transaction objective, your position, applicable legal framework and the risks to address before agreeing the work. International parties should clarify the Vietnam connection, working language, signing arrangements and any foreign-law advice required.
Draft for the actual transaction Review a counterparty’s draft Assess an existing contract dispute
RISK REVIEW
When should a contract be reviewed?
Review before signing, particularly for high-value, long-term or multi-party arrangements and agreements involving data, IP or foreign parties. An existing dispute calls for a separate review of the contract, evidence, deadlines and available remedies.
A high-value or long-term commitment
Define outputs, acceptance, milestones, cash flow and responsibilities if performance is delayed or incomplete. Commercial assumptions must be confirmed by the client.
Several parties or interdependent documents
Clarify coordination, corporate/signing authority and priority among the contract, annexes, orders, specifications and later variations.
Foreign elements or sensitive data
Review governing law, language, currency/payment, confidentiality, data responsibilities and dispute forum. A Vietnam engagement does not imply an opinion on every foreign jurisdiction.
CONTRACT SERVICES
Choose support for the stage of the transaction
A new agreement, a counterparty’s draft and an existing breach require different inputs and deliverables. Negotiation attendance, execution formalities and dispute proceedings are included only where expressly agreed.
TRANSACTION TYPES
Contract advice should fit the actual business
Each transaction raises different questions about the parties, conditions, evidence, tax, licensing and dispute resolution. The examples below identify matters for review rather than a universal approved contract form.
COMMERCIAL
Goods and services
Goods supply, agency, distribution, manufacturing, logistics, marketing and framework arrangements: align scope, orders, delivery, acceptance and payment.
INVESTMENT AND GOVERNANCE
Cooperation and investment
Business cooperation, contributions, ownership transfers, acquisitions and joint ventures: review approvals and transaction dependencies with the appropriate investment/corporate work.
PROPERTY AND PROJECTS
Real estate and construction
Leasing, transfers, deposits, brokerage, construction, main contracting and project management: assess the property, project, authority and specialist rules applying to the actual arrangement.
TECHNOLOGY
Software, licensing and confidentiality
Software, technology transfer, licences, franchising, NDAs and data: clarify the rights, permitted use, service obligations, confidentiality and regulatory dependencies.
PEOPLE
Employment and training
Employment, probation, training, confidentiality and ownership of work results: review the actual relationship and mandatory employment protections separately from a commercial-services label.
INTERNATIONAL
Transactions with foreign elements
Bilingual documents, governing law, currency, cross-border payment and dispute forum: agree language/foreign-law scope and assess recognition or enforcement where relevant.
KEY PROVISIONS
The contract should support practical performance
Clauses should reflect how the parties will carry out the transaction. Copying a template does not resolve eligibility, authority, mandatory rules or the commercial choices still to be agreed.
Subject matter and performance standards
Define the goods, work, deliverables and evidence of completion; identify exclusions and dependencies.
Price, taxes and payment
Clarify advances, invoicing, payment triggers, deductions and security. Specialist tax treatment requires its own review where needed.
Delivery, acceptance and variations
Set milestones, delay handling, complaint/acceptance steps and evidence for agreed changes.
Breach and liability
Review contractual penalties, damages and liability limits under the applicable regime; no universal percentage or enforceability assumption applies to every contract.
Confidentiality, data and IP
Allocate responsibilities for confidential information, personal data, existing rights and work product; a contract clause alone does not complete statutory compliance.
Termination and disputes
Address cure, exit consequences, notices, governing law and an appropriate court/arbitration route. The clause and the actual dispute determine available proceedings.
HOW THE WORK PROCEEDS
From transaction instructions to agreed documents
The engagement is tailored to drafting, review, negotiation or dispute assessment. We agree the legal outputs, client confirmations, working language and responsibilities before proceeding.
Understand the transaction
Identify the parties, your role, subject matter, commercial terms, available drafts/annexes, issues to protect and signing or response dates. Agree the intake channel before sharing confidential records.
Review the legal basis and structure
Assess applicable rules, eligibility, signing/internal approval, document hierarchy and key clauses. Identify additional sector, investment, tax or foreign-law work requiring separate scope.
Draft or comment within scope
Prepare the agreed draft, marked-up version or issues note for client review. Negotiation rounds, meeting attendance and language versions are included only where agreed. Fees depend on complexity, length, language, documents and requested work; no general fixed turnaround is promised.
Hand over and explain next steps
Deliver the agreed documents/advice and explain signing, authority, storage and any required notarisation or other formalities. The client confirms commercial choices and implements execution/performance steps; ongoing monitoring or later disputes are separate unless included.
Legal framework
Which rules apply to the contract?
The applicable framework depends on the transaction, parties, digital environment and dispute route. Mandatory sector or consumer rules may apply despite the parties’ preferred wording.
APPLICATION PRINCIPLE
One template cannot fit every transaction
Review the relevant civil, commercial, electronic-transaction, data, notarisation and specialist rules. A chosen form or electronic signature does not by itself establish substantive validity, signing authority or enforceability.
GENERAL CONTRACT FRAMEWORK
Civil Code 91/2015/QH13
Relevant to civil transactions, validity, obligations and contractual responsibility, assessed with any applicable specialist regime.
COMMERCIAL ACTIVITIES
Commercial Law — 113/VBHN-VPQH (2025)
Relevant to goods/services transactions and commercial remedies within its scope. Distinguish the applicable commercial rules from general civil principles.
ELECTRONIC TRANSACTIONS
Law 20/2023/QH15
Relevant where agreements are formed, signed or retained through data messages. Review the signature, record integrity, accessibility and evidence together with substantive and form requirements.
E-COMMERCE
Law 122/2025/QH15
Effective 1 July 2026, with Decree 248/2026/ND-CP implementing the relevant e-commerce framework. Applicability depends on the actual digital transaction and the parties’ roles. Decree 248/2026 — official source
Consumer contracts also require review under Law 19/2023/QH15; arbitration arrangements under Law 54/2010/QH12. Notarisation and personal-data issues require the rules applying to the actual transaction. These references do not establish that every listed law applies to every contract.
FREQUENTLY ASKED QUESTIONS
Questions before signing or responding to a dispute
The appropriate advice depends on the draft, your role, related records, applicable law and the actual objective. State any existing notice, limitation or procedural deadline at the outset.
How does drafting differ from review?
Drafting builds the document from confirmed transaction instructions. Review assesses an existing draft and proposes changes or issues for negotiation. The deliverables, number of versions/rounds, language and associated negotiation support must be agreed.
What should we provide to begin?
Provide the current draft, annexes and related correspondence, the transaction objective, your role, agreed/open terms and intended signing or response date. For a dispute, include performance/payment and notice evidence. Share sensitive material through the agreed channel and identify missing records.
Can an electronic or bilingual contract be reviewed?
Yes, within the agreed language and jurisdictional scope. Review signing authority, priority language, governing law, evidence/storage and any mandatory form requirement. Electronic form or two language versions do not by themselves establish validity or remove the need for transaction-specific formalities.
Can a lawyer support negotiations?
The engagement can cover preparation of positions, proposed amendments or participation in discussions. Confirm attendance, rounds, languages and authority before the meeting. The client decides commercial concessions; an agreement or counterparty acceptance is not guaranteed.
Can a dispute be addressed without filing a claim?
Negotiation or mediation may be appropriate depending on cooperation, evidence, timing and whether an agreed settlement can be performed. Review limitation periods, interim protection and the chosen forum before allowing talks to delay necessary action. Litigation/arbitration and settlement implementation require a separately agreed scope unless included.