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Drafting and reviewing commercial contracts in Vietnam

LexData drafts and reviews commercial contracts in Vietnam for foreign-invested enterprises and local businesses: sale of goods, services, supply, distribution, agency, non-disclosure agreements and bilingual Vietnamese-English contracts. We check the clauses that most often lead to disputes under the Commercial Law and the Civil Code: payment, delivery, penalties, damages, termination, force majeure, governing law and dispute resolution.

TimelineUsually 3 to 5 working days to review one contract and 5 to 10 working days to draft a new one, depending on length, language and the number of negotiation rounds. Template and playbook projects are scheduled individually.
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Overview

Commercial contracts in Vietnam: what foreign templates often miss

Many companies use an international or group template and only find out in a dispute that some clauses do not work under Vietnamese law. For commercial contracts in Vietnam governed by the Commercial Law, the parties agree the penalty for breach, but it may not exceed 8% of the value of the breached part of the obligation, except for inspection services (Article 301 of the Commercial Law No. 36/2005/QH11). If the contract provides for a penalty, the injured party may claim both the penalty and damages; if it does not, the injured party may only claim damages (Article 307).

The Civil Code No. 91/2015/QH13 works differently: the parties set the penalty unless a related law provides otherwise (Clause 2, Article 418), and if the contract provides for a penalty without saying that the breaching party must also pay damages, only the penalty is owed (Clause 3, Article 418). Limitation periods also differ: 2 years for commercial disputes (Article 319 of the Commercial Law) and 3 years for contract disputes under the Civil Code (Article 429). So the first step is to identify the governing regime, and only then draft the remedies.

Two further points are often missed. Unless agreed otherwise, the injured party may not suspend, stop or cancel the contract for a breach that is not fundamental (Article 293 of the Commercial Law), so the contract should list the breaches that allow termination. And neither the Commercial Law nor the Civil Code says which language version prevails when the Vietnamese and English texts differ; where the common intention of the parties conflicts with the wording, the common intention is used to interpret the contract (Clause 5, Article 404 of the Civil Code). Interpretation in favour of the other party applies only where the drafting party has put into the contract terms that are unfavourable to the other party (Clause 6, Article 404). A bilingual contract therefore needs a clear prevailing-language clause.

What’s included

What our service for commercial contracts in Vietnam covers

  • Drafting commercial contracts in Vietnam for each deal: sale of goods, services, supply of materials, distribution, agency and non-disclosure agreements (NDAs). Agency contracts are made in writing or in another form of equivalent legal effect, as Article 168 of the Commercial Law No. 36/2005/QH11 requires.
  • Reviewing the counterparty’s draft before you sign: we flag unfavourable clauses, propose replacement wording and explain the risk in business terms, including the counterparty’s standard-form contracts and general terms and conditions (Articles 405 and 406 of the Civil Code No. 91/2015/QH13).
  • Remedy clauses: a penalty within the 8% cap (Article 301 of the Commercial Law), damages (Articles 302–305), interest on late payment (Article 306), and the breaches that allow a party to suspend, stop or cancel the contract (Articles 308–314).
  • Bilingual Vietnamese-English contracts: we align both versions and the legal terminology and draft the prevailing-language clause; force majeure; governing law, where a transaction with a foreign element may choose foreign law if it does not contradict the fundamental principles of Vietnamese law (Clause 2, Article 5 of the Commercial Law); and dispute resolution by negotiation, mediation, arbitration or court (Article 317).
  • Contract templates and negotiation playbooks for your business: standard clauses, fallback positions when the other side pushes back, and personal data clauses where the parties share customer or employee data (Point a, Clause 1 and Point a, Clause 2, Article 37 of the Personal Data Protection Law No. 91/2025/QH15).

Who it’s for

Who is this service for?

  • Foreign-invested enterprises that need Vietnamese-English contracts consistent with their group’s contract standards.
  • Small and mid-sized companies that sign sales and services contracts every week without an in-house legal team.
  • Manufacturers and importers setting up or reorganising a network of distributors and agents in Vietnam.
  • Companies about to sign a large or long-term contract drafted by the other side who need a fast review.

Deliverables

What you receive

  • A complete contract in Vietnamese, English or both, with schedules on the goods or services, payment and delivery.
  • A risk table: each clause, its risk level, the legal basis and the wording we propose.
  • A redline for each negotiation round, with short notes for the signatory.
  • For the template package: standard templates, a negotiation playbook and a short guide for the sales and purchasing teams.

How we work

Commercial contracts in Vietnam: our 4-step process

  1. 01

    Understand the deal

    Discuss the transaction, the counterparty, your negotiating position and the risks that matter most; identify the governing law and receive the draft or the counterparty’s contract.

  2. 02

    Draft or review

    Prepare the first draft, or mark up the counterparty’s draft with proposed wording and the legal basis for each change.

  3. 03

    Support the negotiation

    Update the redline after each round, suggest fallback positions and check the Vietnamese version against the English one.

  4. 04

    Final check and handover

    Check the signing version and hand over a list of dates to track: payment, delivery, claim periods, renewal and termination.

What to prepare

A description of the deal and the counterparty, any draft or the counterparty’s contract, the templates you use today, the points you want to keep or can concede, and the target signing date.

Scope and pricing factors

Fees depend on the type and length of the contract, the language (Vietnamese, English or bilingual), whether we draft or review, and the number of negotiation rounds. Template and playbook packages are priced by the number of templates. The service does not include representation in arbitration or court proceedings.

FAQ

About drafting and reviewing commercial contracts in Vietnam

What is the maximum contractual penalty in Vietnam?

For contracts governed by the Commercial Law, the penalty for one breach, or the total penalty for several breaches, may not exceed 8% of the value of the breached part of the obligation, except for inspection services under Article 266 (Article 301 of the Commercial Law No. 36/2005/QH11). A penalty applies only if the contract provides for it (Article 300). When drafting commercial contracts in Vietnam, set the penalty for each type of breach and deal with late-payment interest separately (Article 306).

Which version of a bilingual contract prevails?

Neither the Commercial Law nor the Civil Code says which language version prevails, so the parties should agree it in the contract: both versions carry equal weight, or one prevails in case of difference. If there is no such clause and the versions differ, the clause is interpreted by the parties’ common intention and by the purpose and nature of the contract (Clauses 2 and 5, Article 404 of the Civil Code No. 91/2015/QH13). Interpretation in favour of the other party applies only where the drafting party has put into the contract terms that are unfavourable to the other party (Clause 6).

Must a principal compensate its agent when ending an agency contract?

Unless agreed otherwise, the agency ends only after a reasonable period and no earlier than 60 days after one party gives written notice; if the principal ends it, the agent may claim one month’s average commission for each year it acted as agent (Clauses 1 and 2, Article 177 of the Commercial Law). In a commercial agency the principal still owns the goods (Article 170), unlike a distributor who buys to resell, so choose the model when the contract is drafted.

How long do you have to sue over a contract dispute?

The Commercial Law sets a 2-year limitation period for commercial disputes, counted from when the lawful rights and interests are infringed (Article 319); the Civil Code sets 3 years from when the claimant knew or should have known of the infringement (Article 429). If the contract sets no claim period, claims about quantity must be made within 3 months and claims about quality within 6 months of delivery, or 3 months after the warranty expires for goods under warranty (Article 318 of the Commercial Law).

Legal references

Content last updated: .

Specific obligations and filings depend on your circumstances and the rules in force at the time. Official legal texts are in Vietnamese; English wording on this page is an unofficial explanation.

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